UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.2)

JAVELIN PHARMACEUTICALS INC.

_____________________________________________

(Name of Issuer)

Common Stock, par value $.001 per share

__________________________

(Title of Class of Securities)

471894105

______________________________________________

(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)

þ 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).

CUSIP NO. 471894105				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				Theta Investors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				2,748,604
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				2,748,604
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						2,748,604
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					4.5%
12	TYPE OF REPORTING PERSON				OO

CUSIP NO. 471894105				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				Wexford Spectrum Investors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				3,156,154
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				3,156,154
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						3,156,154
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					5.2%
12	TYPE OF REPORTING PERSON				OO

CUSIP NO. 471894105				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				Wexford Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				5,904,758
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				5,904,758
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						5,904,758
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					9.7%
12	TYPE OF REPORTING PERSON				OO

CUSIP NO. 471894105				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				Charles E. Davidson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				5,904,758
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				5,904,758
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						5,904,758
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					9.7%
12	TYPE OF REPORTING PERSON				IN

CUSIP NO. 471894105				13G
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				Joseph M. Jacobs
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				5,904,758
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				5,904,758
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						5,904,758
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					9.7%
12	TYPE OF REPORTING PERSON				IN

This Amendment No. 2 to Schedule 13G modifies and supplements the Schedule 13G initially filed on November 14, 2005, as amended by Amendment No. 1 to Schedule 13G filed on February 7, 2006 (the “Statement”), with respect to the common stock, $0.001 par value per share (the “Common Stock”), of Javelin Pharmaceuticals Inc., a Delaware corporation (the “Company”). Except to the extent supplemented by the information contained in this Amendment No. 2, the Statement, as amended as provided herein, remains in full force and effect.  Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 1.

(a) Name of Issuer:

JAVELIN PHARMACEUTICALS INC.

(b) Address of Issuer’s Principal Executive Offices:

130 West 42nd Street

12th Floor

New York, New York 10036

Item 2.

(a) Name of Persons Filing (collectively, the “Reporting Persons”):

(i) Theta Investors LLC

(ii) Wexford Spectrum Investors LLC

(iii) Wexford Capital LLC

(iv) Charles E. Davidson

(v) Joseph M. Jacobs

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

c/o Wexford Capital LLC

Suite 125

411 West Putnam Avenue

Greenwich, Connecticut 06830

(c) Citizenship:

(i) Theta Investors LLC - Delaware

(ii) Wexford Spectrum Investors LLC – Delaware

(iii) Wexford Capital LLC – Connecticut

(iv) Charles E. Davidson - United States

(v) Joseph M. Jacobs - United States

(d) Title of Class of Securities:

common stock, par value $0.001 per share

(e) CUSIP Number: 471894105

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: N/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).

(d) £ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) £ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) £ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) £ A parent holding company or control person in accordance with §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 §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

Since the date of the last Statement, certain of the Reporting Persons acquired an aggregate of 892,116 shares of the Company’s common stock. As a result of the foregoing, set forth below is the aggregate number of shares and percentage of common stock identified in Item 1 beneficially owned by the Reporting Persons (which number includes shares of common stock issuable upon the exercise of warrants). [Information set forth below is on the basis of 60,620,473 shares of Common Stock issued and outstanding which upon information and belief is the number of Common Stock as of November 1, 2008.]

(i) Theta Investors LLC

(a) Amount beneficially owned: 2,748,604

(b) Percent of class: 4.5%

(c) Number of shares 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: 2,748,604

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

(iv) Shared power to dispose or to direct the disposition of: 2,748,604

(ii) Wexford Spectrum Investors LLC

(a) Amount beneficially owned: 3,156,154

(b) Percent of class: 5.2%

(c) Number of shares 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: 3,156,154

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

(iv)   Shared power to dispose or to direct the disposition of: 3,156,154

(iii) Wexford Capital LLC

(a) Amount beneficially owned: 5,904,758

(b) Percent of class: 9.7%

(c) Number of shares 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: 5,904,758

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

(iv)   Shared power to dispose or to direct the disposition of: 5,904,758

(iv) Charles E. Davidson

(a) Amount beneficially owned: 5,904,758

(b) Percent of class: 9.7%

(c) Number of shares 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: 5,904,758

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

(iv)   Shared power to dispose or to direct the disposition of: 5,904,758

(v) Joseph M. Jacobs

(a) Amount beneficially owned: 5,904,758

(b) Percent of class: 9.7%

(c) Number of shares 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: 5,904,758

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

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

Wexford Capital LLC ("Wexford Capital") is the manager or investment manager to Theta Investors LLC and Wexford Spectrum Investors LLC (together, the “Wexford Entities”) and by reason of its status as such may be deemed to own beneficially the interest in the shares of common stock of which the Wexford Entities possess beneficial ownership. Each of Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs") may, by reason of his status as a controlling person of Wexford Capital, be deemed to own beneficially the interests in the shares of common stock of which the Wexford Entities possess beneficial ownership. Each of Davidson, Jacobs and Wexford Capital shares the power to vote and to dispose of the interests in the shares of common stock beneficially owned by  the Wexford Entities. Each of Wexford Capital, Davidson and Jacobs disclaims beneficial ownership of the shares of common stock owned by Wexford Entities and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their interests in each member of the Wexford Entities.

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 persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o.

Item 6. Ownership of More than Five Percent on Behalf of Another Person N/A.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A

Item 8. Identification and Classification of Members of the Group N/A

Item 9. Notice of Dissolution of Group N/A

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

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.

		THETA INVESTORS LLC
Date February 9, 2009	By:	/s/ Arthur H. Amron/s/
		Name Arthur H. Amron
		Title Vice President and Assistant Secretary

	WEXFORD SPECTRUM INVESTORS LLC
By:	/s/ Arthur H. Amron/s/
	Name Arthur H. Amron
	Title Vice President and Assistant Secretary
	WEXFORD CAPITAL LLC
By:	/s/ Arthur H. Amron/s/
	Name Arthur H. Amron
	Title Partner and Secretary
By:	/s/ Charles E. Davidson/s/
	CHARLES E. DAVIDSON
By:	/s/ Joseph M. Jacobs/s/
	JOSEPH M. JACOBS