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^*

Osborne Grace

(Last)

(First)

(Middle)

C/O IRIS BIOTECHNOLOGIES INC.

5201 GREAT AMERICA PARKWAY, SUITE 320

(Street)

SANTA CLARA

65054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2008

3. Issuer Name and Ticker or Trading Symbol
IRIS BIOTECHNOLOGIES INC [ IRSB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Bus. Dev. & Human Resources

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, no par value	10,000	I	Held by spouse

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)
Stock Options	⁽¹⁾	03/24/2013	Common Stock	27,500	$0.5	D
Stock Options	⁽²⁾	03/27/2016	Common Stock	27,500	$1	D
Stock Options	03/27/2006	03/27/2016	Common Stock	38,000	$1	D
Stock Options	⁽³⁾	03/27/2016	Common Stock	85,000	$1	D

Explanation of Responses:

1. Stock options were granted on 3/24/2003 and are exercisable as follows: 9,167 on 3/24/2004, 9,167 on 3/24/2005 and 9,166 on 3/24/2006.

2. Stock options were granted on 3/27/2006 and are exercisable in equal 6,875 installments on each of 3/27/2007, 3/27/2008, 3/27/2009 and 3/27/2010

3. Stock options were granted on 3/27/2006 and are exercisable in equal 21,250 installments on each of 3/27/2007, 3/27/2008, 3/27/2009 and 3/27/2010.

	/s/ Grace Osborne	06/03/2008
	** 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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