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

     SCHEDULE  13D

     Under  the  Securities  Exchange  Act  of  1934
     (Amendment  No.  #_3_)

     Sanctuary  Woods  Multimedia  Corporation
          (Name  of  Issuer)

     Common  Shares,  $.001
     (Title  of  Class  of  Securities)

       79971E108
     (CUSIP  Number)

          Dawson-Samberg Capital Management, Inc., 354 Pequot Ave.
          Southport CT  06490  Attn: Amiel M. Peretz 203/254-0091
                             (Name,  Address  and  Telephone  Number of Person
                                  Authorized  to  Receive  Notices  and
Communications)

     December  29,  1997
     (Date  of  Event  which  Requires
     Filing  of  this  Statement)

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  o.

Check the following box if a fee is being paid with this statement __.  (A fee
is not required only if the reporting 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 such class.)
 (See  Rule  13d-7.)

NOTE:    Six copies of this statement, including all exhibits, should be filed
with  the  Commission.  See Rule 13d-1(a) for other parties to whom copies are
to  be  sent.

*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).

CUSIP  NO.  79971E108                    PAGE  5  OF  4

5


1          Name  of  Reporting  Person DAWSON-SAMBERG CAPITAL MANAGEMENT, INC.

     IRS  Identification  No.  of  Above  Person  06-1033494
2          Check  the  Appropriate  Box  if  a  Member  of  a  Group    (a)  o

      (b)  o
3          SEC  USE  ONLY

4          Source  of  Funds  00

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

6          Citizenship  or  Place  of  Organization  CONNECTICUT

     7     Sole Voting Power                                                  
                              3,774,338

 NUMBER  OF
 SHARES
 BENEFICIALLY
 OWNED  BY  EACH
 REPORTING
 PERSON  WITH
     8          Shared  Voting  Power    0

     9          Sole  Dispositive  Power  3,774,338

     10          Shared  Dispositive  Power    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person 3,774,338

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

13          Percent  of  Class  Represented  by  Amount  in  Row  11  44.1%

14          Type  of  Reporting  Person  IA





ITEM  1.    SECURITY  AND  ISSUER

     This  Statement  relates  to  the  Common  Stock,  $.001  par value, (the
"Shares"),  of  Sanctuary  Woods  Multimedia  Corporation  ("SWMC"  or  the
"Company"),  a  Delaware  corporation.    SWMC's principal executive office is
located  at  1825  South  Grant  Street,  San  Mateo,  CA  94402.

ITEM  2.    IDENTITY  AND  BACKGROUND

          This  statement  is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation.  The principal
business  of  Dawson-Samberg,  an  investment  adviser  registered  under  the
Investment  Advisers  Act  of 1940, is to act as investment adviser to certain
managed  accounts.    The  executive  officers  of  Dawson-Samberg are Messrs.
Jonathan  T.  Dawson,  Arthur J. Samberg and Amiel M. Peretz, the directors of
Dawson-Samberg  are  Messrs. Dawson and Samberg and Ms. Sheila Clancy, and the
controlling  shareholders  are  Messrs.  Dawson and Samberg (collectively, the
"Executive Officers, Directors and Controlling Persons"). The business address
of  the Reporting Person and the Executive Officers, Directors and Controlling
Persons  is  354  Pequot  Avenue,  Southport,  CT  06490.

     Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling  Persons  have,  during  the  last five years, been convicted in a
criminal  proceeding  (excluding  traffic violations or similar misdemeanors).

     Neither  of    the Reporting Person nor the Executive Officers, Directors
and  Controlling  Persons  have, during the last five years, been a party to a
civil  proceeding  of  a  judicial  or  administrative  body  of  competent
jurisdiction  which  resulted  in  a judgment, decree or final order enjoining
future  violations  of,  or  prohibiting  or  mandating  activities subject to
federal or state securities laws or finding any violation with respect to such
laws.    Each of the Executive Officers, Directors and the Controlling Persons
are  citizens  of  the  United  States.

ITEM  3.    SOURCE  AND  AMOUNT  OF  FUNDS  OR  OTHER  CONSIDERATION

          As  of  the  date  hereof,  Dawson-Samberg  beneficially owns in the
aggregate  416,668  Shares  held by accounts for which it exercises investment
discretion  (the  "Accounts").   These 416,668 shares  were purchased from the
Company  through  a  rights  subscription  for  $1,000,000.

          In  addition,  under  rule  13d-3(d)  (1)  (i)  under the Securities
Exchange  Act  of 1934, Dawson-Samberg is deemed to be the beneficial owner of
an  additional  3,357,670 shares of the Company's Common Stock as follows: the
Accounts own 916,652 Warrants ("Warrants") to purchase SWMC's  Shares at $3.00
per share, expiring 9/18/99, and 75,444 shares of SWMC's Series A  Convertible
Preferred  Shares  ("Preferred") which are convertible into 1,666,638 Shares. 
The  Warrants  and  the  Preferred  Shares  were  acquired from the Company in
exchange  for  Convertible  Subordinated Debentures and Warrants owned by such
Accounts.    In  addition,  the  Accounts previously advanced $376,880 to SWMC
pursuant  to  a  Secured  Convertible Promissory Note (the "Note") pursuant to
which  the  conversion  feature  is  not  exercisable  in  the  Accounts' sole
discretion until the maturity date, November 30, 2000.  In connection with the
Note,  however,  the Accounts were granted warrants to purchase 376,880 Shares
at $0.15 per share (the "Additional Warrants").  The Accounts, pursuant to the
transactions  which  are the subject of this amendment, advanced an additional
$397,500  to  SWMC  and  were  granted  397,500  Additional  Warrants pursuant
thereto.

     The  funds  for the purchase of Shares held by the Accounts were obtained
from the contributions of their various partners/shareholders.  Such funds may
also  include the proceeds of margin loans entered into in the ordinary course
of  business  with  Morgan  Stanley  &  Company,  Inc.



ITEM  4.    PURPOSE  OF  TRANSACTION

          The  acquisitions  of  the  Shares described herein were made in the
ordinary  course  of  the  Reporting  Person's  investment  activities.    The
Reporting  Person  reserves  the  right  to  purchase  additional Shares or to
dispose  of  the  Shares  in  the  open  market  or  in  privately  negotiated
transactions or in any other lawful manner in the future.  An affiliate of the
Reporting  Person  currently  serves on the Board of Directors of SWMC and the
Reporting  Person  reserves  the  right  to  take whatever further action with
respect  to the Accounts' holdings in SWMC as the Reporting Person deems to be
in  the  best  interest  of  such  Accounts.


ITEM  5.    INTEREST  IN  SECURITIES  OF  THE  ISSUER

          As  of  the  date  hereof,  Dawson-Samberg  beneficially owns in the
aggregate 3,774,338 Shares.  These Shares represent approximately 44.1% of the
8,550,972  Shares  that  the reporting Person believes would be outstanding if
the  Warrants,  the  Additional  Warrants  and  the  Preferred  were
exercised/converted  into  common stock.  Dawson-Samberg has the sole power to
vote,  direct  the  vote,  dispose  and  direct  the disposition of all of the
Shares.

ITEM  6.    CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR  RELATIONSHIPS WITH
RESPECT  TO  SECURITIES  OF  THE  ISSUER

            None

ITEM  7.    MATERIAL  TO  BE  FILED  AS  EXHIBITS

     None



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

January  6,  1998


Dawson-Samberg  Capital  Management,  Inc.


By:/s/        Amiel    M.  Peretz
   Amiel  M.  Peretz,  Chief  Financial  Officer