-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000919574-10-000296.txt : 20100125
<SEC-HEADER>0000919574-10-000296.hdr.sgml : 20100125
<ACCEPTANCE-DATETIME>20100125110926
ACCESSION NUMBER:		0000919574-10-000296
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20100125
DATE AS OF CHANGE:		20100125

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DELTEC ASSET MANAGEMENT LLC
		CENTRAL INDEX KEY:			0001269950
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	MAIL ADDRESS:	
		STREET 1:		645 FIFTH AVENUE
		STREET 2:		18TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FAMILYMEDS GROUP, INC.
		CENTRAL INDEX KEY:			0000921878
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122]
		IRS NUMBER:				341755390
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-50645
		FILM NUMBER:		10543681

	BUSINESS ADDRESS:	
		STREET 1:		312 FARMINGTON AVENUE
		CITY:			FARMINGTON
		STATE:			CT
		ZIP:			06032-1968
		BUSINESS PHONE:		8606761222

	MAIL ADDRESS:	
		STREET 1:		312 FARMINGTON AVENUE
		CITY:			FARMINGTON
		STATE:			CT
		ZIP:			06032-1968

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DRUGMAX INC
		DATE OF NAME CHANGE:	20011128

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DRUGMAX COM INC
		DATE OF NAME CHANGE:	20000208

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NUTRICEUTICALS COM CORP
		DATE OF NAME CHANGE:	19990629
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>d1064012_13g-a.txt
<TEXT>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)


            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13d-2(b)

                                (Amendment No. 1)



                             Familymeds Group, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                    Common Stock, Par Value $0.001 Per Share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   30706T209
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                               December 31, 2009
- --------------------------------------------------------------------------------
            (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)

          [X] Rule 13d-1(c)

          [_] Rule 13d-1(d)


- ----------

     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 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>


CUSIP No.  30706T209


1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    Deltec Asset Management, LLC

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) [_]
                                                                        (b) [X]

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

    658,250

7.  SOLE DISPOSITIVE POWER

    0

8.  SHARED DISPOSITIVE POWER

    658,250

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    658,250

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                            [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    9.45%

12. TYPE OF REPORTING PERSON*

    IA, CO, BD

- --------------------------------------------------------------------------------

<PAGE>


CUSIP No.  30706T209


1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    Deltec Special Situations Fund, L.P.

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) [_]
                                                                        (b) [X]

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

    658,250

7.  SOLE DISPOSITIVE POWER

    0

8.  SHARED DISPOSITIVE POWER

    658,250

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    658,250

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                            [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    9.45%

12. TYPE OF REPORTING PERSON*

    PN

- --------------------------------------------------------------------------------

<PAGE>


CUSIP No.  30706T209


1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    Squam Ventures, LLC

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) [_]
                                                                        (b) [X]

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

    658,250

7.  SOLE DISPOSITIVE POWER

    0

8.  SHARED DISPOSITIVE POWER

    658,250

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    658,250

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                            [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    9.45%

12. TYPE OF REPORTING PERSON*

    CO

- --------------------------------------------------------------------------------

<PAGE>


CUSIP No. 30706T209


1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    Peter Coolidge

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) [_]
                                                                        (b) [X]

3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.  SOLE VOTING POWER

    0

6.  SHARED VOTING POWER

    658,250

7.  SOLE DISPOSITIVE POWER

    0

8.  SHARED DISPOSITIVE POWER

    658,250

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    658,250

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                            [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    9.45%

12. TYPE OF REPORTING PERSON*

    IN

- --------------------------------------------------------------------------------

<PAGE>


CUSIP No.  30706T209


Item 1(a).  Name of Issuer:

            Familymeds Group, Inc.
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            2 Bridgewater Road
            Farmington, CT  06032-1968
            --------------------------------------------------------------------


Item 2(a).  Name of Person Filing:

            Deltec Asset Management, LLC
            Deltec Special Situations Partners, L.P.
            Squam Ventures, LLC
            Peter Coolidge
            --------------------------------------------------------------------

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

            Deltec Asset Management, LLC - 623 Fifth Avenue, 28th Floor,
            New York, New York 10022

            Deltec Special Situations Partners, L.P. - 623 Fifth Avenue,
            28th Floor, New York, New York 10022

            Squam Ventures, LLC - 623 Fifth Avenue, 28th Floor, New York,
            New York 10022

            Peter Coolidge - 623 Fifth Avenue, 28th Floor, New York,
            New York 10022
            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Deltec Asset Management, LLC - Delaware
            Deltec Special Situations Partners, L.P. - Delaware
            Squam Ventures, LLC - Delaware
            Peter Coolidge - United States
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

            Common Stock, Par Value $0.001 Per Share
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:

            30706T209
            --------------------------------------------------------------------


<PAGE>


Item 3.     If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

      (a) [_] Broker or dealer registered under Section 15 of the Exchange
              Act.

      (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.

      (c) [_] Insurance company as defined in Section 3(a)(19) of the
              Exchange Act.

      (d) [_] Investment company registered under Section 8 of the
              Investment Company Act.

      (e) [_] An investment adviser in accordance with Rule
              13d-1(b)(1)(ii)(E);

      (f) [_] An employee benefit plan or endowment fund in accordance with
              Rule 13d-1(b)(1)(ii)(F);

      (g) [_] A parent holding company or control person in accordance with
              Rule 13d-1(b)(1)(ii)(G);

      (h) [_] A savings association as defined in Section 3(b) of the
              Federal Deposit Insurance Act;

      (i) [_] A church plan that is excluded from the definition of an
              investment company under Section 3(c)(14) of the Investment
              Company Act;

      (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
            --------------------------------------------------------------------


Item 4.  Ownership.

            Provide the following information regarding the aggregate number and
            percentage of the class of securities of the issuer identified in
            Item 1.

      (a)   Amount beneficially owned:

            Deltec Asset Management, LLC - 658,250
            Deltec Special Situations Partners, L.P. - 658,250
            Squam Ventures, LLC - 658,250
            Peter Coolidge - 658,250
            --------------------------------------------------------------------

      (b)   Percent of class:

            Deltec Asset Management, LLC - 9.45%
            Deltec Special Situations Partners, L.P. - 9.45%
            Squam Ventures, LLC - 9.45%
            Peter Coolidge - 9.45%
            --------------------------------------------------------------------

      (c)   Number of shares as to which such person has:

          (i) Sole power to vote or to direct the vote

              Deltec Asset Management, LLC - 0
              Deltec Special Situations Partners, L.P. - 0
              Squam Ventures, LLC - 0
              Peter Coolidge - 0

         (ii) Shared power to vote or to direct the vote

              Deltec Asset Management, LLC - 658,250
              Deltec Special Situations Partners, L.P. - 658,250
              Squam Ventures, LLC - 658,250
              Peter Coolidge - 658,250

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

              Deltec Asset Management, LLC - 0
              Deltec Special Situations Partners, L.P. - 0
              Squam Ventures, LLC - 0
              Peter Coolidge - 0

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

              Deltec Asset Management, LLC - 658,250
              Deltec Special Situations Partners, L.P. - 658,250
              Squam Ventures, LLC - 658,250
              Peter Coolidge - 658,250
              ------------------------------------------------------------------

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 [ ].

              N/A
              ------------------------------------------------------------------

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

              N/A
              ------------------------------------------------------------------

Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the Parent Holding Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

              N/A
              ------------------------------------------------------------------

Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

              N/A
              ------------------------------------------------------------------


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

              N/A
              ------------------------------------------------------------------

Item 10.  Certifications.

     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 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 such purpose or effect.

<PAGE>


                                    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.


                                        January 25, 2010
                                        ----------------------------
                                        (Date)


                                        DELTEC ASSET MANAGEMENT, LLC

                                        By:  /s/ Stephen Zuppello
                                             ----------------------------
                                             Stephen Zuppello
                                             Senior Managing Director


                                        DELTEC SPECIAL SITUATIONS PARTNERS, L.P.

                                        By:  Squam Ventures, LLC
                                             General Partner

                                        By:  /s/ Stephen Zuppello
                                             ----------------------------
                                             Stephen Zuppello
                                             Senior Managing Director


                                        SQUAM VENTURES, LLC*

                                        By:  /s/ Stephen Zuppello
                                             ----------------------------
                                             Stephen Zuppello
                                             Senior Managing Director


                                        Peter Coolidge*

                                        By:  /s/ Peter Coolidge
                                        ----------------------------


*    The Reporting  Person  disclaims  beneficial  ownership in the common stock
     reported herein except to the extent of his pecuniary interest therein.

Note.  Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).

<PAGE>


                                                                       Exhibit A


                                    AGREEMENT


     The  undersigned  agree that this Schedule 13G Amendment dated January 25,
2010 relating to the Common Stock, Par Value $0.001,  of Familymeds  Group, Inc.
shall be filed on behalf of the undersigned.



                                        DELTEC ASSET MANAGEMENT, LLC

                                        By:  /s/ Stephen Zuppello
                                             ----------------------------
                                             Stephen Zuppello
                                             Senior Managing Director


                                        DELTEC SPECIAL SITUATIONS PARTNERS, L.P.

                                        By:  Squam Ventures, LLC
                                             General Partner

                                        By:  /s/ Stephen Zuppello
                                             ----------------------------
                                             Stephen Zuppello
                                             Senior Managing Director


                                        SQUAM VENTURES, LLC

                                        By:  /s/ Stephen Zuppello
                                             ----------------------------
                                             Stephen Zuppello
                                             Senior Managing Director


                                        Peter Coolidge

                                        By:  /s/ Peter Coolidge
                                        ----------------------------





SK 01552 0002 1064012
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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