UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  204513105

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Geoffrey Nixon

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
New Zealand

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
N/A

6.

Shared Voting Power 
N/A

7.

Sole Dispositive Power 
N/A

8.

Shared Dispositive Power
N/A

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
N/A

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Less than 5%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Mission Partners, L.P. (EIN#33-0569956)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

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
N/A

6.

Shared Voting Power 
N/A

7.

Sole Dispositive Power 
N/A

8.

Shared Dispositive Power
N/A

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
N/A

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Less than 5%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Liberty Nominees Limited (EIN# N/A)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
New Zealand

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
N/A

6.

Shared Voting Power 
N/A

7.

Sole Dispositive Power 
N/A

8.

Shared Dispositive Power
N/A

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
N/A

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Less than 5%

12.

Type of Reporting Person (See Instructions)
CO

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Horizon Offshore, Ltd. (EIN# N/A)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
N/A

6.

Shared Voting Power 
N/A

7.

Sole Dispositive Power 
N/A

8.

Shared Dispositive Power
N/A

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
N/A

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Less than 5%

12.

Type of Reporting Person (See Instructions)
CO

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Mayfair Capital Fund, L.P. (EIN#13-4024777)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

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
N/A

6.

Shared Voting Power 
N/A

7.

Sole Dispositive Power 
N/A

8.

Shared Dispositive Power
N/A

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
N/A

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Less than 5%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
MCM Associates, Ltd. (EIN# 33-0562278)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

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
N/A

6.

Shared Voting Power 
N/A

7.

Sole Dispositive Power 
N/A

8.

Shared Dispositive Power
N/A

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
N/A

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Less than 5%

12.

Type of Reporting Person (See Instructions)
CO

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
MCM Profit Sharing Plan – DLJSC- Custodian FBO Geoffrey Nixon TTEE

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
N/A

6.

Shared Voting Power 
N/A

7.

Sole Dispositive Power 
N/A

8.

Shared Dispositive Power
N/A

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
N/A

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Less than 5%

12.

Type of Reporting Person (See Instructions)
EP

This Amendment No. 2 to Schedule 13G (this “Amendment No. 2”) is being filed with respect to the Common Stock of Compex Technologies, Inc. (the “Company”) to amend the Schedule 13G filed on November 4, 2004, as amended on Feburary 4, 2005 (the “Schedule 13G”) and to report beneficial ownership of less than 5% of the total outstanding Common Stock, terminating the reporting person’s obligation to file reports on Schedule 13G.  Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Schedule 13G.

Item 1.

(a)

Name of Issuer
The name of the issuer is Compex Technologies, Inc., a Minnesota corporation (“Issuer”).

(b)

Address of Issuer’s Principal Executive Offices
The principal executive offices of Issuer are located at 1811 Old Highway 8, New Brighton, Minnesota 55112 0590.

Item 2.

(a)

Name of Person Filing

(b)

Address of Principal Business Office or, if none, Residence

(c)

Citizenship

This statement on Schedule 13G (“Statement”) is filed by Geoffrey Nixon (“Nixon”), Mission Partners, L.P. (“Mission”), Liberty Nominees Limited (“Liberty”), Horizon Offshore, Ltd. (“Horizon”), Mayfair Capital Fund, L.P. (“Mayfair”), MCM Associates, Ltd. (“MCM”) and MCM Profit Sharing Plan-DLJSC-FBO Geoffrey Nixon TTEE (“PSP”) (collectively the “Group”; each member of the Group being hereinafter referred to individually as a “Member” and collectively at “Members”).  Nixon’s and PSP’s principal business address is 11 West 42^nd Street, 19^th Floor, New York NY 10036.  Nixon is a citizen of the Country of New Zealand.  PSP is a New York profit sharing plan for the benefit of Nixon.  Nixon is the sole Trustee and Beneficiary of PSP.  Mission’s principal business address is 11 West 42^nd Street, 19^th Floor, New York, NY 10036.  Mission is a Delaware limited partnership.  MCM, a Delaware corporation, is the sole general partner of Mission and, as such, MCM has full voting and dispositive power with respect to all of the securities owned by Mission.  Nixon is the sole officer, director and shareholder of MCM.  Liberty’s principal business address is at P.O. Box 10-246, Wellington, New Zealand.  Liberty is a private New Zealand company.  Liberty has established an account over which MCM has sole investment discretion.  Horizon’s principal business address is at c/o International Management Services, Limited, Harbour Centre, North Church Street, P.O. Box 616, George Town, Grand Cayman, Cayman Islands, B.W.I.  Horizon is a private Cayman Islands investment corporation.  MCM is the sole investment manager of Horizon and MCM has full voting and dispositve power with respect to all of the securities owned by Horizon.  Mayfair’s principal business address is 11 West 42^nd Street, 19^th Floor, New York, NY  10036.  Mayfair is a Delaware limited partnership.  MCM Capital Management, LLC, a Delaware limited liability company (the “LLC”), is the sole general partner of Mayfair and, as such, LLC has full voting and dispositive power with respect to all of the securities owned by Mayfair.  Nixon is the sole management and principal member of LLC.  The other member of the LLC is Nixon’s wife.

(d)

Title of Class of Securities

(e)

CUSIP Number

This Statement relates to the Common Stock, $.10 par value per share (the “Issuer Common Stock”) of Issuer.  The CUSIP number for the Issuer Common Stock is 204513105.

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.

Ownership

Not applicable.

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   ý.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my 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 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 that purpose or effect.

Dated: June 23, 2005

/s/ Geoffrey Nixon

GEOFFREY NIXON

MISSION PARTNERS, L.P.

By: MCM Associates, Ltd., General Partner

By:

/s/ Geoffrey Nixon

Geoffrey Nixon, President

LIBERTY NOMINEES LIMTED

By: MCM Associates, Ltd., General Partner

By:

/s/ Geoffrey Nixon

Geoffrey Nixon, President

HORIZON OFFSHORE, LTD.

By:

/s/ Geoffrey Nixon

Geoffrey Nixon, Director

MAYFAIR CAPITAL FUND, L.P.

By: MCM Capital Management, LLC., General Partner

By:

/s/ Geoffrey Nixon

Geoffrey Nixon, Manager

MCM PROFIT SHARING PLAN DLJSC-ASSOCIATION FBO
Geoffrey Nixon

By:

/s/ Geoffrey Nixon

Geoffrey Nixon, Trustee