SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)* (1)
Maxwell Technologies, Inc.

(Name of Issuer)

Common Stock, $.10 par value

(Title of Class of Securities)

577767106

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)

(1) This amendment is the third amendment to the initial Schedule 13G filed on July 10, 2006. The previous amendment was mis-filed as an initial Schedule 13G on October 18, 2007.
(*) 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 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.   577767106
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Kingdon Capital Management, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [_]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     950,000

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     950,000

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     950,000

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          [_]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     4.66%

12.  TYPE OF REPORTING PERSON*

     OO	

CUSIP No.   577767106
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Mark Kingdon

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [_]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     950,000

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     950,000

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     950,000

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          [_]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     4.66%

12.  TYPE OF REPORTING PERSON*

     IN	

CUSIP No.   577767106
            ---------------------

Item 1(a).  Name of Issuer:

            Maxwell Technologies, Inc.
            ____________________________________________________________________

Item 1(b).  Address of Issuer's Principal Executive Offices:

            9244 Balboa Avenue
            San Diego, California 92123
            United States of America
            ____________________________________________________________________

Item 2(a).  Name of Persons Filing:

            Kingdon Capital Management, LLC
            Mark Kingdon
            ____________________________________________________________________

Item 2(b).  Address of Principal Business Office, or if None, Residence of
            Persons Filing:

            152 West 57th Street, 50th Floor
            New York, NY 10019
            United States of America
            ____________________________________________________________________

Item 2(c).  Citizenship:

            Kingdon Capital Management, LLC: Delaware
            Mark Kingdon: United States of America
            ____________________________________________________________________

Item 2(d).  Title of Class of Securities:

            Common Stock, $.10 par value
            ____________________________________________________________________

Item 2(e).  CUSIP Number:

            577767106
            ____________________________________________________________________

Item 3.     If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [_]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Kingdon Capital Management, LLC: 950,000
          Mark Kingdon: 950,000
          ______________________________________________________________________

     (b)  Percent of class:

          Kingdon Capital Management, LLC: 4.66%
          Mark Kingdon: 4.66%
          ______________________________________________________________________

     (c)  Number of shares as to which such person has:

          (i)   Sole power to vote or to direct the vote
                       Kingdon Capital Management, LLC: 0
                       Mark Kingdon: 0

          (ii)  Shared power to vote or to direct the vote
                       Kingdon Capital Management, LLC: 950,000
                       Mark Kingdon: 950,000

          (iii) Sole power to dispose or to direct the
                disposition of
                       Kingdon Capital Management, LLC: 0
                       Mark Kingdon: 0

          (iv)  Shared power to dispose or to direct the
                disposition of

                       Kingdon Capital Management, LLC: 950,000
                       Mark Kingdon: 950,000

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [X].

         Mark Kingdon, Kingdon Capital Management, LLC
         _______________________________________________________________________

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

         N/A
         _______________________________________________________________________

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary.  If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

         N/A
         _______________________________________________________________________

Item 8.  Identification and Classification of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

         N/A
         _______________________________________________________________________

Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

          N/A
          ______________________________________________________________________

Item 10.  Certifications.

     By signing below each of the Reporting Persons certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.

                                    SIGNATURE

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

                                             February 12, 2008
                                             -----------------
                                                (Date)

                                             Kingdon Capital Management, LLC

                                             By: /s/ William Walsh
                                             ---------------------
                                             Name: William Walsh
                                             Title: Chief Financial Officer

                                             /s/Mark Kingdon
                                             ---------------
                                             Mark Kingdon

Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).	

EXHIBIT A
AGREEMENT
The undersigned agree that this amendment to Schedule 13G dated February 12, 2008 relating to the Common Stock, $.10 par value, of Maxwell Technologies, Inc. shall be filed on behalf of the undersigned.
Kingdon Capital Management, LLC

By: /s/ William Walsh
---------------------
Name: William Walsh
Title: Chief Financial Officer

/s/Mark Kingdon
---------------
Mark Kingdon	

SK 48400 0009 854022