sc13gza


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...10.4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Unigene Laboratories, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

904753100

(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:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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).

Page 1 of 10


CUSIP No.		904753100	13G/A


1	NAMES OF REPORTING PERSONS Victory Park Capital Advisors, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			7,970,814*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			7,970,814*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,970,814*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

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

	8.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

* Excludes 1,000,000 shares of common stock $.01 par value per share (“Common Stock”) of Unigene Laboratories, Inc. (the “Issuer”) issuable upon exercise of a warrant to acquire such shares, which warrant contains a so-called “blocker” provision prohibiting the holder from exercising the warrant when the holder, together with its affiliates, beneficially owns more than 4.99% of the issued and outstanding shares of Common Stock.

Page 2 of 10


CUSIP No.		904753100	13G/A


1	NAMES OF REPORTING PERSONS Victory Park Special Situations Master Fund Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,091,946*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			3,091,946*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,091,946*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

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

	3.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

* Excludes 1,000,000 shares of Common Stock of the Issuer issuable upon exercise of a warrant to acquire such shares, which warrant contains a so-called “blocker” provision prohibiting the holder from exercising the warrant when the holder, together with its affiliates, beneficially owns more than 4.99% of the issued and outstanding shares of Common Stock.

Page 3 of 10


CUSIP No.		904753100	13G/A


1	NAMES OF REPORTING PERSONS Victory Park Credit Opportunities Master Fund, Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,878,868

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			4,878,868

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,878,868

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

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

	5.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 4 of 10


CUSIP No.		904753100	13G/A


1	NAMES OF REPORTING PERSONS Jacob Capital, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Illinois

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			7,970,814*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			7,970,814*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,970,814*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

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

	8.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 5 of 10


CUSIP No.		904753100	13G/A


1	NAMES OF REPORTING PERSONS Richard Levy


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			7,970,814*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			7,970,814*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,970,814*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

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

	8.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 6 of 10


CUSIP No. 904753100		13G/A


Item 1(a)		Name of Issuer: Unigene Laboratories, Inc. (the “Issuer”)


Item 1(b)		Address of Issuer’s Principal Executive Offices: 81 Fulton Street Boonton, New Jersey 07005


Item 2(a)		Name of Person Filing: Victory Park Capital Advisors, LLC Victory Park Special Situations Master Fund Ltd. Victory Park Credit Opportunities Master Fund, Ltd. Jacob Capital, L.L.C. Richard Levy

Victory Park Capital Advisors, LLC is the investment manager for Victory Park Special Situations Master Fund Ltd. and Victory Park Credit Opportunities Master Fund, Ltd. Victory Park Special Situations Master Fund Ltd. is the record holder of 3,091,946 of the Issuer’s shares reported herein. Victory Park Credit Opportunities Master Fund, Ltd. is the record holder of 4,878,868 of the Issuer’s shares reported herein. Jacob Capital, L.L.C. is the manager of Victory Park Capital Advisors, LLC. Richard Levy is the sole member of Jacob Capital, L.L.C.


Item 2(b)		Address of Principal Business Office or, if none, Residence:

The business address for each of the reporting persons, other than Victory Park Special Situations Master Fund Ltd. and Victory Park Credit Opportunities Master Fund, Ltd., is 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606. The business address for Victory Park Special Situations Master Fund Ltd. and Victory Park Credit Opportunities Master Fund, Ltd. is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9002 Cayman Islands.


Item 2(c)		Citizenship: Victory Park Capital Advisors, LLC is a Delaware limited liability company. Victory Park Special Situations Master Fund Ltd. is a Cayman Islands exempted company. Victory Park Credit Opportunities Master Fund, Ltd. is a Cayman Islands exempted company. Jacob Capital, L.L.C. is an Illinois limited liability company. Richard Levy is a citizen of the United States.


Item 2(d)		Title of Class of Securities: Common Stock, $.01 par value per share (the “Common Stock”)


Item 2(e)		CUSIP Number: 904753100


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:

Page 7 of 10


CUSIP No. 904753100		13G/A

Not Applicable.


Item 4.		Ownership: As of December 31, 2008:

(a)

Amount beneficially owned:


		Victory Park Capital Advisors, LLC		7,970,814 shares
		Victory Park Special Situations Master Fund Ltd.		3,091,946 shares
		Victory Park Credit Opportunities Master Fund, Ltd.		4,878,868 shares
		Jacob Capital, L.L.C.		7,970,814 shares
		Richard Levy		7,970,814 shares

Each of the reporting persons, other than Victory Park Credit Opportunities Master Fund, Ltd., may be deemed to be the beneficial owner of a warrant to acquire 1,000,000 shares of the Issuer’s Common Stock. Victory Park Special Situations Master Fund Ltd. is the record holder of the warrant. The warrant contains a contractual provision blocking exercise of the warrant when the holder, together with its affiliates, beneficially owns more than 4.99% of the issued and outstanding shares of Common Stock.

(b)

Percent of class:


		Victory Park Capital Advisors, LLC		8.8%
		Victory Park Special Situations Master Fund Ltd.		3.4%
		Victory Park Credit Opportunities Master Fund, Ltd.		5.4%
		Jacob Capital, L.L.C.		8.8%
		Richard Levy		8.8%

The percent of class was calculated using a total of 90,150,520 shares of Common Stock outstanding as of November 3, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 as filed with the Securities and Exchange Commission on November 10, 2008.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote


		Victory Park Capital Advisors, LLC		0 shares
		Victory Park Special Situations Master Fund Ltd.		0 shares
		Victory Park Credit Opportunities Master Fund, Ltd.		0 shares
		Jacob Capital, L.L.C.		0 shares
		Richard Levy		0 shares

(ii)

Shared power to vote or to direct the vote


		Victory Park Capital Advisors, LLC		7,970,814 shares
		Victory Park Special Situations Master Fund Ltd.		3,091,946 shares
		Victory Park Credit Opportunities Master Fund, Ltd.		4,878,868 shares
		Jacob Capital, L.L.C.		7,970,814 shares
		Richard Levy		7,970,814 shares

(iii)

Sole power to dispose or direct the disposition of

Page 8 of 10


CUSIP No. 904753100		13G/A


		Victory Park Capital Advisors, LLC		0 shares
		Victory Park Special Situations Master Fund Ltd.		0 shares
		Victory Park Credit Opportunities Master Fund, Ltd.		0 shares
		Jacob Capital, L.L.C.		0 shares
		Richard Levy		0 shares

(iv)

Shared power to dispose or to direct the disposition of


		Victory Park Capital Advisors, LLC		7,970,814 shares
		Victory Park Special Situations Master Fund Ltd.		3,091,946 shares
		Victory Park Credit Opportunities Master Fund, Ltd.		4,878,868 shares
		Jacob Capital, L.L.C.		7,970,814 shares
		Richard Levy		7,970,814 shares


Item 5.		Ownership of Five Percent or Less of a Class: Not Applicable.


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 each of Victory Park Capital Advisors, LLC, Victory Park Special Situations Master Fund Ltd., Victory Park Credit Opportunities Master Fund, Ltd., Jacob Capital, L.L.C. and Richard Levy certify that, to the best of such reporting person’s 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 that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of Victory Park Capital Advisors, LLC, Victory Park Special Situations Master Fund Ltd., Victory Park Credit Opportunities Master Fund, Ltd., Jacob Capital, L.L.C. and Richard Levy certify that the information set forth in this statement is true, complete and correct.


		Date: February 12, 2009

Page 9 of 10


CUSIP No. 904753100		13G/A


		VICTORY PARK CAPITAL ADVISORS, LLC

		By: Jacob Capital, L.L.C., its Manager



By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Sole Member

VICTORY PARK SPECIAL SITUATIONS MASTER FUND LTD.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Attorney-in-Fact*

VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Attorney-in-Fact*

JACOB CAPITAL, L.L.C.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Sole Member


/s/ Richard Levy
Richard Levy


*		Power of Attorney previously filed

Page 10 of 10