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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
PharmAthene, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
71714G102
(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:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out or 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. 71714G102 SCHEDULE 13G Page 2 of 7
1 Name of Reporting Person
Eliot Rose Asset Management, LLC
IRS Identification No. of Above Person 04-3649045
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Rhode Island
5 Sole Voting Power
960,938
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
960,938
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
960,938
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
3.7%
12 Type of Reporting Person*
OO, IA
CUSIP No. 71714G102 SCHEDULE 13G Page 3 of 7
1 Name of Reporting Person
Gary S. Siperstein
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Rhode Island
5 Sole Voting Power
960,938
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
960,938
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
960,938
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
3.7%
12 Type of Reporting Person*
OO, IN
CUSIP No. 71714G102 SCHEDULE 13G Page 4 of 7
Item 1(a). Name of Issuer.
PharmAthene, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
One Park Place, Suite 450, Annapolis, MD 21401
Item 2(a). Names of Persons Filing.
Eliot Rose Asset Management, LLC and Gary S. Siperstein.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of Eliot Rose Asset Management, LLC
and Gary S. Siperstein is 10 Weybosset Street, Suite 401,
Providence, RI 02903.
Item 2(c). Citizenship.
Eliot Rose Asset Management, LLC is a Rhode Island
limited liability company and Gary S. Siperstein is a US
citizen.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
71714G102
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) [ ] 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).
CUSIP No. 71714G102 SCHEDULE 13G Page 5 of 7
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E). For Eliot Rose Asset Management, LLC only.
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G). (for Gary S.
Siperstein only)
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form 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 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of
pages two (2) and three (3) of this Schedule 13G, which Items
are incorporated by reference herein.
CUSIP No. 71714G102 SCHEDULE 13G Page 6 of 7
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 [X].
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.
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, Eliot Rose Asset Management, LLC and
Gary S. Siperstein certify that, to the best of their
knowledge and belief, the securities referred to above on
pages two (2) and three (3) of this Schedule 13G were
acquired and are held in the ordinary course of business and
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 that purpose or effect.
CUSIP No. 71714G102 SCHEDULE 13G Page 7 of 7
Signature
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DATED: February 11, 2009
Eliot Rose Asset Management, LLC
/s/ Gary S. Siperstein
_____________________________
By: Gary S. Siperstein
its: Managing Member
Gary S. Siperstein
/s/ Gary S. Siperstein
_____________________________
By: Gary S. Siperstein
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)