SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Haskell Patrick

(Last)

(First)

(Middle)

1136 5TH AVENUE, APT. 12C

(Street)

NEW YORK

10128

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2008

3. Issuer Name and Ticker or Trading Symbol
ECOSPHERE TECHNOLOGIES INC [ ESPH.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and Co-CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	365,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	12/28/2007	12/28/2012	Common Stock	300,000	$0.15	D
Warrants	12/31/2007	12/31/2012	Common Stock	300,000	$0.15	D
Warrants	03/17/2008	03/17/2013	Common Stock	170,000	$0.15	D
12% Convertible	03/17/2008	03/17/2013	Common Stock	2,566,666	$0.15	D
Warrants	04/30/2008	04/30/2013	Common Stock	150,000	$0.15	D
12% Convertible	05/12/2008	05/12/2013	Common Stock	1,000,000	$0.15	D
Warrants	05/12/2008	05/12/2013	Common Stock	150,000	$0.15	D
Warrants	05/12/2008	05/12/2013	Common Stock	150,000	$0.2	D
12% Convertible	05/27/2008	05/27/2013	Common Stock	766,666	$0.15	D
Warrants	05/27/2008	05/27/2013	Common Stock	115,000	$0.15	D
Warrants	05/27/2008	05/27/2013	Common Stock	115,000	$0.2	D
Stock Options⁽¹⁾⁽²⁾	06/17/2008	06/17/2013	Common Stock	7,500,000	$0.5	D
Stock Appreciation Rights⁽¹⁾⁽²⁾⁽³⁾	06/17/2008	06/17/2013	Common Stock	7,500,000	$0.5	D
Stock Options⁽¹⁾⁽²⁾	06/23/2008	06/23/2013	Common Stock	750,000	$0.5	D
Stock Appreciation Rights⁽¹⁾⁽²⁾⁽³⁾	06/23/2008	06/23/2013	Common Stock	750,000	$0.5	D

Explanation of Responses:

1. The employee stock options and stock appreciation rights were granted in tandem. Accordingly, the exercise of one results in the expiration of the other.

2. Two-thirds of the employee stock options and stock appreciation rights are subject to continued employment with the issuer in an executive capacity on June 17, 2009, 2010 and 2011. The remaining further vest based upon (i) meeting a specific performance milestone or (ii) achievement of another significant milestone to be determined by the Board of Directors.

3. The stock appreciation rights are only exercisable if the shareholders have not approved an increase in authorized capital to permit all outstanding options and warrants to be exercised. The stock appreciation rights may only be settled in cash.

	/s/ Patrick Haskell	06/24/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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