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

                                   SCHEDULE13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. #_9_)
                                 Netegrity, Inc.
                                 (Name of Issuer)

                          Common Shares, $.01 par value
                         (Title of Class of Securities)

                                  64110P107
                               (CUSIP Number)

              Pequot Capital Management, Inc., 500 Nyala Farm Road
            Westport, CT 06880 Attn: Peter G. Streinger 203/429-2200
                  (Name,Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                 May 10, 2001
                         (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 [ ].

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).



             SCHEDULE 13D
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1.     NAME OF REPORTING PERSON
       I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       Pequot Capital Management, Inc.
       06-1524885
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2.     CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*

                                                     (a) [ ]
                                                     (b) [ ]
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3.     SEC USE ONLY

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4.     SOURCE OF FUNDS*

       00
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5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REUIRED PURSUANT TO
       ITEMS 2(d) OR 2(e)                                               [ ]
--------------------------------------------------------------------------------
6.     CITIZENSHIP OR PLACE OF ORGANIZATION

       CONNECTICUT
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                   7.  SOLE VOTING POWER
                       3,285,795
                   ------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY       8.  SHARED VOTING POWER
OWNED BY EACH          0
REPORTING          ------------------------------------------------------------
PERSON WITH        9.  SOLE DISPOSITIVE POWER
                       3,285,795
                    -----------------------------------------------------------
                   10.  SHARED DISPOSITIVE POWER
                        0
--------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,285,795
--------------------------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]

--------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      10.79% (see * below)
--------------------------------------------------------------------------------
14.  TYPE OF REPORTING PERSON*

     IA
--------------------------------------------------------------------------------
*  The  purpose of filing Amendment #9 is to correct the percentage disclosed in
the  cover  sheet  of  the previous filing, Amendment #8, which should have been
10.79%,  rather  than  10.98%.


Item 1.  Security and Issuer

This  Statement  relates  to the Common Stock, $.01 par value (the "Shares"), of
Netegrity, Inc. (the "Company"), a Delaware corporation. The Company's principal
executive  office  is  located  at  52  Second  Avenue,  Waltham,  MA  02451.

Item 2.  Identity and Background

This  statement  is  being filed on behalf of Pequot Capital Management, Inc., a
Connecticut  corporation (the "Reporting Person"). The principal business of the
Reporting Person, 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 the Reporting Person are Messrs. Arthur J. Samberg, Daniel
C.  Benton  and  Kevin  E.  O'Brien,  the  directors of the Reporting Person are
Messrs.  Samberg,  Benton and Kevin E. O'Brien, and the controlling shareholders
are Messrs. Samberg and Benton (collectively, the "Executive Officers, Directors
and  Controlling Persons"). The business address of the Reporting Person and the
Executive  Officers,  Directors  and Controlling Persons is 500 Nyala Farm Road,
Westport,  CT 06880. Neither of the Reporting Person nor the Executive Officers,
Directors  and  Controlling  Persons  have,  during  the  last  five years, been
convicted  in  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, under rule 13d-3 under the Securities Exchange Act of
1934,  the Reporting Person is deemed to be the beneficial owner of 3,285,795 of
the  Company's  Shares.  On  May  8,  2001, the accounts for which the Reporting
Person  exercises  investment discretion (the "Accounts") sold 115,385 Shares at
an  average price of $36.693, on May 9, 2001, the Accounts sold 96,154 Shares at
an average price of $35.991, on May 10, 2001, the Accounts sold 96,153 Shares at
an average price of $33.696 and on May 16, 2001, the Accounts sold 57,693 Shares
at  any  average  price  of  $35.892.

Item 4.  Purpose of Transaction

The  sale  of the Shares described herein was 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 further Shares in the open
market  or in privately negotiated transactions or in any other lawful manner in
the  future.  The  Reporting Person also has placed an employee on the Company's
Board  of Directors and the Reporting Person reserves the right to take whatever
additional  action  with respect to the Accounts' holdings in the Company 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, the Reporting Person beneficially owns in the aggregate
3,285,795  Shares. These Shares represent approximately 10.79% of the 30,462,211
Shares  that the Reporting Person believes are outstanding. The Reporting Person
has  the sole power to vote, direct the vote, dispose and direct the disposition
of all of the Shares. In addition, an employee of the Reporting Person serves on
the  Board  of  Directors  of  the  issuer.

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.

May 18, 2001

                                               Pequot Capital Management, Inc.


                                               By:/s/ Peter G. Streinger
                                               Chief Financial Officer