SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
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. 2)
DOR BioPharma, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001
--------------------------------------------------------------------------------
(Title of Class of Securities)
258094101
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(CUSIP Number)
December 31, 2005
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(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)
CUSIP No. 258094101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Silverback Asset 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
3,837,700*
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,837,700*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,837,700*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12. TYPE OF REPORTING PERSON
CO
* Silverback Asset Management, LLC ("SAM") serves as investment manager to
Silverback Master, Ltd. ("Silverback Master") and certain other private
investment vehicles. In its capacity as investment manager of such private
investment vehicles, including Silverback Master, SAM may be deemed to be the
beneficial owner of securities held by each such private investment vehicle. SAM
disclaims beneficial ownership of the securities reported in this Schedule 13G
except to the extent of its pecuniary interest therein, and the filing of this
Schedule 13G shall not be construed as an admission that SAM is, for the
purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities reported in this Schedule 13G except to the extent of its pecuniary
interest therein.
CUSIP No. 258094101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Silverback Master, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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
0
6. SHARED VOTING POWER
3,108,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,108,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,108,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12. TYPE OF REPORTING PERSON
CO
CUSIP No. 258094101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Elliot Bossen
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
3,837,700**
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,837,700**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,837,700**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12. TYPE OF REPORTING PERSON
IN
** Elliot Bossen is the sole Managing Member of SAM and is primarily responsible
for the investment decisions of SAM. Elliot Bossen disclaims beneficial
ownership of the securities reported in this Schedule 13G except to the extent
of his pecuniary interest therein, and the filing of this Schedule 13G shall not
be construed as an admission that he is, for the purposes of Section 13(d) or
13(g) of the Act, the beneficial owner of any securities reported in this
Schedule 13G except to the extent of his pecuniary interest therein.
CUSIP No. 258094101
---------------------
Item 1(a). Name of Issuer:
DOR BioPharma, Inc.
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
1691 Michigan Ave., Suite 435
Miami, FL 33139
____________________________________________________________________
Item 2(a). Name of Person Filing:
Silverback Asset Management, LLC
Silverback Master, Ltd.
Elliot Bossen
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
Silverback Asset Management, LLC
1414 Raleigh Road
Suite 250
Chapel Hill, NC 27517
Silverback Master, Ltd.
c/o International Fund Services (Ireland) Limited
Bishop's Square, Third Floor
Redmond's Hill
Dublin 2, Ireland
Elliot Bossen
c/o Silverback Asset Management, LLC
1414 Raleigh Road
Suite 250
Chapel Hill, NC 27517
____________________________________________________________________
Item 2(c). Citizenship:
Silverback Asset Management, LLC - Delaware
Silverback Master, Ltd. - Cayman Islands
Elliot Bossen - United States of America
____________________________________________________________________
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001
____________________________________________________________________
Item 2(e). CUSIP Number:
258094101
____________________________________________________________________
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.
(a) Amount beneficially owned:
Silverback Asset Management, LLC - 3,837,700**
Silverback Master, Ltd. - 3,108,000**
Elliot Bossen - 3,837,700**
______________________________________________________________________
(b) Percent of class:
Silverback Asset Management, LLC - 7.6%
Silverback Master, Ltd. - 6.1%
Elliot Bossen - 7.6%
______________________________________________________________________
(c) Number of shares as to which such person has:
Silverback Asset Management, LLC
--------------------------------
(i) Sole power to vote or to direct the vote 0
___________________,
(ii) Shared power to vote or to direct the vote 3,837,700
___________________,
(iii) Sole power to dispose or to direct the 0
disposition of ___________________,
(iv) Shared power to dispose or to direct the 3,837,700
disposition of ____________________
Silverback Master, Ltd.
-----------------------
(i) Sole power to vote or to direct the vote 0
___________________,
(ii) Shared power to vote or to direct the vote 3,108,000
___________________,
(iii) Sole power to dispose or to direct the 0
disposition of ___________________,
(iv) Shared power to dispose or to direct the 3,108,000
disposition of ___________________.
Elliot Bossen
-------------
(i) Sole power to vote or to direct the vote 0
___________________,
(ii) Shared power to vote or to direct the vote 3,837,700
___________________,
(iii) Sole power to dispose or to direct the 0
disposition of ___________________,
(iv) Shared power to dispose or to direct the 3,837,700
disposition of ___________________.
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 [ ].
N/A
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
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.
N/A
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
N/A
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
N/A
_______________________________________________________________________
Item 10. Certifications.
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
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 14, 2006
----------------------------------------
(Date)
Silverback Asset Management, LLC
By: /s/ Elliot Bossen
--------------------------------
Name: Elliot Bossen
Title: Managing Member
Silverback Master, Ltd.
By: /s/ Elliot Bossen
--------------------------------
Name: Elliot Bossen
Title: Director
/s/ Elliot Bossen
-------------------------------
Elliot Bossen
Exhibit A
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The undersigned agree that this Amendment No. 2 Schedule 13G dated February
13, 2006 relating to the Common Stock, par value $0.001, of DOR BioPharma, Inc.
is being filed on behalf of each of Silverback Asset Management, LLC, Silverback
Master, Ltd. and Elliot Bossen.
February 14, 2006
----------------------------------------
(Date)
Silverback Asset Management, LLC
By: /s/ Elliot Bossen
--------------------------------
Name: Elliot Bossen
Title: Managing Member
Silverback Master, Ltd.
By: /s/ Elliot Bossen
--------------------------------
Name: Elliot Bossen
Title: Director
/s/ Elliot Bossen
-------------------------------
Elliot Bossen
SK 04098 0001 643440