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

SCHEDULE 13D
Under the Securities Exchange Act of 1934

Amendment No.:  3

Name of Issuer:  Novavax, Inc.

Title of Class of Securities:  Common Stock

CUSIP Number:  670002104

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

      Mr. Peter Amato, c/o Anaconda Capital Management,LLC,
730 Fifth Avenue, 15th Floor, New York, NY 10019, (212) 698-9600


     (Date of Event which Requires Filing of this Statement)

                          April 5, 2001

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 [   ].

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. 670002104

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

         Anaconda Opportunity Fund, L.P.

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

         New York

Number of Shares Beneficially Owned by Each Reporting Person
With:

7.  Sole Voting Power:



8.  Shared Voting Power:

         2,080,962

9.  Sole Dispositive Power:



10. Shared Dispositive Power:

         2,080,962

11. Aggregate Amount Beneficially Owned by Each Reporting Person

         2,080,962

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



                                2





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

         9.35%

14. Type of Reporting Person

         PN














































                                3





CUSIP No. 670002104

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

         Anaconda Capital, L.P.

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

         a.
         b.   x

3.  SEC Use Only

4.  Source of Funds

         AF

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:



8.  Shared Voting Power:

         2,080,962

9.  Sole Dispositive Power:



10. Shared Dispositive Power:

         2,080,962

11. Aggregate Amount Beneficially Owned by Each Reporting Person

         2,080,962

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



                                4





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

         9.35%

14. Type of Reporting Person

         PN














































                                5





CUSIP No. 670002104

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

         Mitchell J. Kelly

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

         a.
         b.   x

3.  SEC Use Only

4.  Source of Funds

         AF

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

6.  Citizenship or Place of Organization

         U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person
With:

7.  Sole Voting Power:

         99,139

8.  Shared Voting Power:

         2,080,962

9.  Sole Dispositive Power:

         99,139

10. Shared Dispositive Power:

         2,080,962

11. Aggregate Amount Beneficially Owned by Each Reporting Person

         2,180,101

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



                                6





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

         9.53%

14. Type of Reporting Person

         IN














































                                7





This Amendment No. 3 is being filed solely to correct an error
contained in the attached Schedule A of the previously filed
Amendment No. 2.

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, each of Anaconda and the
         Partnership beneficially owns 2,022,770 shares of Common
         Stock and 58,192 Warrants and each convertible into 1
         share of Common Stock. Mr. Kelly is deemed to
         beneficially own 2,022,770 shares of Common Stock and
         58,192 Warrants by virtue of having investment
         discretion over Anaconda and the Partnership.  Mr. Kelly
         also beneficially owns 80,000 options to purchase Common
         Stock and 19,139 shares of Common Stock, which were
         granted to Mr. Kelly in connection with his role as a
         Board Member and Chief Executive Officer of the Company.
         Of the 2,022,770 shares of Common Stock, 852,777 shares
         were acquired through the exercise of warrants for
         common stock, and 220,000 shares were acquired through a
         private placement at an aggregate cost of $550,000. The
         funds for the purchase of the Common Stock and Warrants
         came from the Partnership's working capital.

Item 4.  PURPOSE OF TRANSACTIONS.

         No change.

Item 5.  INTEREST IN SECURITIES OF ISSUER.

         As of the date hereof, each of Anaconda and the
         Partnership is the beneficial owner of 2,022,770 shares
         of Common Stock and 58,192 Warrants, each Warrant
         convertible into 1 share of Common Stock. Mr. Kelly is
         deemed to beneficially own 2,022,770 shares of Common
         Stock and 58,192 Warrants by virtue of having investment
         discretion over Anaconda and the Partnership.  Mr. Kelly
         also beneficially owns 80,000 options, each option to
         purchase 1 share of Common Stock and 19,139 shares of
         Common Stock, which were granted to Mr. Kelly in
         connection with his role as Board Member and Chief
         Executive Officer of the Company. Based on information
         provided from the Company in its 10-K for the fiscal


                                8





         year ending December 31, 2000, 22,247,533 shares of
         Common Stock were outstanding as of March 16, 2001.
         Therefore, each of Anaconda and the Partnership is
         deemed to beneficially own 9.35% of the outstanding
         shares of Common Stock and Mr. Kelly is deemed to
         beneficially own 9.53% of the outstanding shares of
         Common Stock assuming the conversion of 58,192 Warrants
         and the 80,000 options.   The Reporting Persons share
         the power to vote, direct the vote, dispose of or direct
         the disposition of all the shares of Common Stock that
         they are 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.

         A description of the transactions in the shares of
         Common Stock that were effected by the Reporting Persons
         during the past 60 days is filed herewith as Exhibit A.


         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.

April 10, 2001


Anaconda Opportunity Fund, L.P.
By:  Anaconda Capital, L.P.
     General Partner

By:  /s/ Mitchell J. Kelly
    __________________________
        Mitchell J. Kelly
    Managing General Partner











                                9





Anaconda Capital, L.P.


By:  /s/ Mitchell J. Kelly
    __________________________
        Mitchell J. Kelly
    Managing General Partner


Mitchell J. Kelly

     /s/ Mitchell J. Kelly
______________________________








































01474003.AC7






                                       Exhibit A


                    SCHEDULE OF TRANSACTIONS


                                       Price per Share
Date          Shares Sold        (Not Including Commission)

3/26/01          10,000                    7.808
3/27/01           3,000                    7.959
3/28/01           2,300                    7.670
3/29/01           7,500                    7.363
4/05/01         250,000                    6.350






































01474003.AC7