UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

Amendment No.:  2

Name of Issuer:  ProxyMed Inc.

Title of Class of Securities:  Common Stock

CUSIP Number:  744290107

          (Name, Address and Telephone Number of Person
       Authorized To Receive Notices and Communications)  

 Mr. Peter J. Cobos c/o Kingdon Capital Management Corporation,
         152 West 57th Street, New York, New York 10019

     (Date of Event which Requires Filing of this Statement)

                          June 18, 1996

If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [   ].

Check the following line if a fee is being paid with this
statement  .  (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class.  See Rule 13d-7).

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall





be subject to all other provisions of the Act (however, see the
Notes).



















































                                2





CUSIP No. 744290107

1.  Name of Reporting Person
    S.S. or I.R.S. Identification No. of Above Person

         Kingdon Capital Management Corporation  #13-3158796

2.  Check the Appropriate Box if a Member of a Group

         a.   
         b.   x

3.  SEC Use Only

4.  Source of Funds

         WC

5.  Check if Disclosure of Legal Proceedings is Required Pursuant
    to Items 2(d) or 2(e)

6.  Citizenship or Place of Organization

         Delaware

Number of Shares Beneficially Owned by Each Reporting Person
With:

7.  Sole Voting Power:

         516,600

8.  Shared Voting Power:


9.  Sole Dispositive Power:

         516,600

10. Shared Dispositive Power:


11. Aggregate Amount Beneficially Owned by Each Reporting Person

         516,600

12. Check Box if the Aggregate Amount in Row (11) Excludes
    Certain Shares





                                3





13. Percent of Class Represented by Amount in Row (11)

         8.84%

14. Type of Reporting Person

         CO

The reason for the filing of this Amendment No. 2 to the
previously filed Schedule 13D is to show that the holdings of
Kingdon Capital Management Corporation ("KCMC") in the common
stock (the "Common Stock") of ProxyMed Inc. ("PILL") have
increased by an amount greater than 1% of the outstanding shares
of Common Stock.

Item 1.  Security and Issuer

         No change.

Item 2.  Identity and Background

         No change.

Item 3.  Source and Amount of Funds or Other Consideration.

         As of the date hereof, KCMC is deemed to be the
         beneficial owner of 516,600 shares of Common Stock.  All
         516,600 shares of Common Stock are held by entities and
         managed accounts over which KCMC has investment
         discretion.  The 516,600 shares of Common Stock were
         purchased for an aggregate cost of $5,128,313.64.  The
         funds for the purchase of the Shares held in the
         entities and managed accounts over which KCMC has
         investment discretion have come from each entity's or
         account's own funds.  No leverage was used to purchase
         any shares.

Item 4.  Purpose of Transactions.

         No change.

Item 5.  Interest in Securities of Issuer.

         As of the date hereof, KCMC is deemed to be the
         beneficial owner of 516,600 shares of Common Stock.
         Based on information received from PILL, KCMC believes
         there to be 5,844,394 shares of Common Stock
         outstanding.  Therefore, KCMC is deemed to beneficially
         own 8.84% of the outstanding shares of Common Stock.
         The reported percentage of the outstanding shares of
         Common Stock in PILL owned by KCMC has decreased since


                                4





         the previously filed Amendment No. 1, even though KCMC's
         holdings have increased, because the total number of
         outstanding shares of Common Stock in PILL has increased
         since that filing.  KCMC has the sole power to vote,
         direct the vote, dispose of or direct the disposition of
         all the shares of Common Stock that it is currently
         deemed to beneficially own.

Item 6.  Contracts, Arrangements, Understandings or
         Relationships with Respect to Securities of the Issuer

         No change.

Item 7.  Material to be Filed as Exhibits.

         Attached hereto as Exhibit A is a description of the
transactions in the Common Stock that were effected by KCMC since
its most recent filing on Schedule 13D relating to PILL's Common
Stock.



         Signature

         The undersigned, after reasonable inquiry and to the
best of its knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.

June 26, 1996       



Kingdon Capital Management Corporation


By: /s/ Peter J. Cobos        

    __________________________
    Peter J. Cobos, Controller














                                5





                            EXHIBIT A

                    SCHEDULE OF TRANSACTIONS

Date               Shares Acquired     Price Per Share
                                       (Not Including Commission)
____               _______________     __________________________

6/18/96                 75,000                $21.62












































48400002.AD9