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

                                 SCHEDULE 13G/A

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)*



                            REPROS THERAPEUTICS INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    76028H100
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                DECEMBER 31, 2008
--------------------------------------------------------------------------------
             (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)


*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).


PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.





------------------------------                         ------------------------
CUSIP No.  76028H100                   13G/A                Page 2 of 9 Pages
------------------------------                         ------------------------


    1.      NAMES OF REPORTING PERSONS

            Great Point Partners, LLC

            I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

            37-1475292

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

            (b)  [ ]

    3.      SEC USE ONLY

    4.      CITIZENSHIP OR PLACE OF ORGANIZATION

            USA

NUMBER OF SHARES      5.    SOLE VOTING POWER
  BENEFICIALLY                                         0
  OWNED BY EACH       6.    SHARED VOTING POWER
REPORTING PERSON                                       0
      WITH            7.    SOLE DISPOSITIVE POWER
                                                       0
                      8.    SHARED DISPOSITIVE POWER
                                                       0

    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     0

    10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (See Instructions) [ ]

    11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                     0%

    12.  TYPE OF REPORTING PERSON (See Instructions)

                     OO




------------------------------                         ------------------------
CUSIP No.  76028H100                   13G/A                Page 3 of 9 Pages
------------------------------                         ------------------------



    1.      NAMES OF REPORTING PERSONS

            Dr. Jeffrey R. Jay, M.D.

            I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

            (a)  [ ]

            (b)  [ ]

    3.      SEC USE ONLY

    4.      CITIZENSHIP OR PLACE OF ORGANIZATION

            USA

NUMBER OF SHARES      5.    SOLE VOTING POWER
  BENEFICIALLY                                         0
  OWNED BY EACH       6.    SHARED VOTING POWER
REPORTING PERSON                                       0
      WITH            7.    SOLE DISPOSITIVE POWER
                                                       0
                      8.    SHARED DISPOSITIVE POWER
                                                       0

    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     0

    10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (See Instructions) [ ]

    11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                     0%

    12.  TYPE OF REPORTING PERSON (See Instructions)

                     IN






------------------------------                         ------------------------
CUSIP No.  76028H100                   13G/A                Page 4 of 9 Pages
------------------------------                         ------------------------


    1.      NAMES OF REPORTING PERSONS

            Mr. David Kroin

            I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
            (a)

            (b)


    3.      SEC USE ONLY

    4.      CITIZENSHIP OR PLACE OF ORGANIZATION

            USA

NUMBER OF SHARES      5.    SOLE VOTING POWER
  BENEFICIALLY                                         0
  OWNED BY EACH       6.    SHARED VOTING POWER
REPORTING PERSON                                       0
      WITH            7.    SOLE DISPOSITIVE POWER
                                                       0
                      8.    SHARED DISPOSITIVE POWER
                                                       0

    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     0

    10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (See Instructions)                                                 [ ]


    11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                     0%

    12.  TYPE OF REPORTING PERSON (See Instructions)

                     IN





------------------------------                         ------------------------
CUSIP No.  76028H100                   13G/A                Page 5 of 9 Pages
------------------------------                         ------------------------


     ITEM 1.

                    (a)       Name of Issuer

                              Repros Therapeutics Inc.

                    (b)       Address of Issuer's Principal Executive Offices

                              2408 Timberloch Place, Suite B-1
                              The Woodlands, TX  77380

     ITEM 2.

                    (a)      Name of Person Filing

                                      Great Point Partners, LLC
                                      Dr. Jeffrey R. Jay, M.D.
                                      Mr. David Kroin

                    The Reporting Persons have entered into a Joint Filing
                    Agreement, dated February 17, 2009, a copy of which is filed
                    with this Schedule 13G/A as Exhibit A, pursuant to which the
                    Reporting Persons have agreed to file this statement jointly
                    in accordance with the provisions of Rule 13d-1(k)(1) under
                    the Act.

                    (b) Address of Principal Business Office, or if none,
                        Residence

                        The address of the principal business office of each of
                        the Reporting Persons is

                                  165 Mason Street, 3rd Floor
                                  Greenwich, CT 06830

                    (c) Citizenship

                    Great Point Partners, LLC is a limited liability company
                    organized under the laws of the State of Delaware. Dr.
                    Jeffrey R. Jay, M.D. is a citizen of the United States. Mr.
                    David Kroin is a citizen of the United States.

                    (d)      Title of Class of Securities

                             Common Stock

                    (e)      CUSIP Number

                             163428105

     ITEM 3.        IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR
                    240.13d.2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

                                 Not Applicable.

                    (a)  [ ]    Broker or dealer registered under Section 15 of
                                the Act (15 U.S.C. 78o)

                    (b)  [ ]    Bank as defined in Section 3(a)(6) of the Act
                                (15 U.S.C. 78c).

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

                    (d)  [ ]    Investment Company registered under Section 8
                                of the Investment Company Act of 1940
                                (15 U.S.C. 80a-8).




------------------------------                         ------------------------
CUSIP No.  76028H100                   13G/A                Page 6 of 9 Pages
------------------------------                         ------------------------


                    (e)  [ ]    An investment adviser in accordance with
                                ss.240.13d-1(b)(1)(ii)(E).

                    (f)  [ ]    An employee benefit plan or endowment fund in
                                accordance with ss.240.13d-1(b)(1)(ii)(F).

                    (g)  [ ]    A parent holding company or control person in
                                accordance with ss.240.13d-1(b)(1)(ii)(G).

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

                    (i)  [ ]    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)  [ ]    Group, in accordance with
                                ss.240.13d-1(b)(1)(ii)(J).

     ITEM 4.        OWNERSHIP

                    Great Point Partners, LLC ("Great Point") is the investment
                    manager of Biomedical Value Fund, L.P. ("BVF"), and by
                    virtue of such status may be deemed to be the beneficial
                    owner of shares of Common Stock of the Issuer owned by BVF
                    (the "BVF Shares"). Each of Dr. Jeffrey R. Jay, M.D. ("Dr.
                    Jay"), as senior managing member of Great Point, and Mr.
                    David Kroin ("Mr. Kroin"), as special managing member of
                    Great Point, has voting and investment power with respect to
                    the BVF Shares, and therefore may be deemed to be the
                    beneficial owner of the BVF Shares.

                    Great Point is the investment manager of Biomedical Offshore
                    Value Fund, Ltd. ("BOVF"), and by virtue of such status may
                    be deemed to be the beneficial owner of shares of Common
                    Stock of the Issuer owned by BOVF (the "BOVF Shares"). Each
                    of Dr. Jay, as senior managing member of Great Point, and
                    Mr. Kroin, as special managing member of Great Point, has
                    voting and investment power with respect to the BOVF Shares,
                    and therefore may be deemed to be the beneficial owner of
                    the BOVF Shares.

                    Each of Great Point, Dr. Jay and Mr. Kroin disclaim
                    beneficial ownership of the BVF Shares and the BOVF Shares,
                    except to the extent of their respective pecuniary interest.

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

                    1. GREAT POINT PARTNERS, LLC

                    (a) Amount beneficially owned: 0

                    (b) Percent of class: 0%.

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

                        (i)    Sole power to vote or to direct the vote:  - 0 -

                        (ii)   Shared power to vote or to direct the vote: 0

                        (iii)  Sole power to dispose or to direct the
                               disposition of:   - 0 -.

                        (iv)   Shared power to dispose or to direct the
                               disposition of: 0

                    2. DR. JEFFREY R. JAY, M.D.

                    (a) Amount beneficially owned: 0





------------------------------                         ------------------------
CUSIP No.  76028H100                   13G/A                Page 7 of 9 Pages
------------------------------                         ------------------------

                    (b) Percent of class: 0%.

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

                        (i)   Sole power to vote or to direct the vote: 0.

                        (ii)  Shared power to vote or to direct the vote: 0

                        (iii) Sole power to dispose or to direct the
                              disposition of: 0.

                        (iv)  Shared power to dispose or to direct the
                              disposition of: 0

                    3.  MR. DAVID KROIN

                    (a) Amount beneficially owned: 0

                    (b) Percent of class: 0%.

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

                        (i)   Sole power to vote or to direct the vote: 0.

                        (ii)  Shared power to vote or to direct the vote: 0

                        (iii) Sole power to dispose or to direct the
                              disposition of: 0.

                        (iv)  Shared power to dispose or to direct the
                              disposition of: 0


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 each of the Reporting Persons has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [X].

ITEM 6.           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                  PERSON:

                  See item 4.

ITEM 7.           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
                  HOLDING COMPANY

                  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 the control of the issuer of
the securities and were not acquired and are not held in connection with or as
participant in any transaction having that purpose or effect.






------------------------------                         ------------------------
CUSIP No.  76028H100                   13G/A                Page 8 of 9 Pages
------------------------------                         ------------------------


                                    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.

Date:  February 17, 2009

                                           GREAT POINT PARTNERS, LLC

                                           By:  /s/ DR. JEFFREY R. JAY, M.D.
                                                ------------------------------
                                                Dr. Jeffrey R. Jay, M.D.,
                                                  as senior managing member

                                           /s/ DR. JEFFREY R. JAY, M.D.
                                           -----------------------------------
                                           DR. JEFFREY R. JAY, M.D.

                                           /s/ MR. DAVID KROIN.
                                           -----------------------------------
                                           MR. DAVID KROIN






                                                                      EXHIBIT A


             AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A


The undersigned hereby agree as follows:

         (i) Each of them is individually eligible to use the Schedule 13G/A to
which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of
each of them; and

         (ii) Each of them is responsible for the timely filing of such Schedule
13G/A and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.

Date:  February 17, 2009

                                       GREAT POINT PARTNERS, LLC

                                       By:  /s/ DR. JEFFREY R. JAY, M.D.
                                            -----------------------------
                                            Dr. Jeffrey R. Jay, M.D.,
                                              as senior managing member


                                       /s/ DR. JEFFREY R. JAY, M.D.
                                       ----------------------------------
                                       DR. JEFFREY R. JAY, M.D.

                                       /s/ MR. DAVID KROIN
                                       ----------------------------------
                                       MR. DAVID KROIN