SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SCO CAPITAL PARTNERS L P (Last) (First) (Middle) C/O SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ACCESS PHARMACEUTICALS INC [ ACCP.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/18/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Cumulative Convertible Preferred Stock	$3	12/18/2008		J(1)			200	(5)	(5)	Common Stock	666,667	(4)	0	I(3)	By SCO Capital Partners, L.P.
Series A Cumulative Convertible Preferred Stock	$3	12/18/2008		J(1)		200		(5)	(5)	Common Stock	666,667	(4)	1,968.8409	I(3)	By SCO Capital Partners LLC
Common Stock Purchase Warrants	$3.5	12/18/2008		J(1)			333,333	11/10/2007	11/10/2013	Common Stock	333,333	$0(2)	0	I(3)	By SCO Capital Partners, L.P.
Common Stock Purchase Warrants	$3.5	12/18/2008		J(1)		333,333		11/10/2007	11/10/2013	Common Stock	333,333	$0(2)	333,333	I(3)	By SCO Capital Partners LLC

1. Name and Address of Reporting Person* SCO CAPITAL PARTNERS L P (Last) (First) (Middle) C/O SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCO CAPITAL PARTNERS LLC (Last) (First) (Middle) 1285 AVENUE OF THE AMERICAS 35TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rouhandeh Steven H (Last) (First) (Middle) C/O SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Transfer from SCO Capital Partners, L.P. ("SCO LP") to SCO Capital Partners LLC ("SCO LLC") for internal purposes.

2. These warrants were originally acquired as additional consideration for SCO LP's purchase of shares of Series A Preferred Stock and were transferred to SCO LLC together with such shares at no additional cost to SCO LLC.

3. This Form 4 is being filed by Steven H. Rouhandeh individually and by SCO LP and SCO LLC. Mr. Rouhandeh is the managing member of SCO LLC and the entity that is the general partner of SCO LP.

4. SCO LLC paid to SCO LP in connection with this transfer the same value that SCO LP originally paid to acquire these shares.

5. These securities were convertible from their date of issuance and have no expiration date.

Remarks:

	/s/ SCO Capital Partners, L.P., by Steven H. Rouhandeh, Managing Member of General Partner	12/19/2008
	/s/ SCO Capital Partners LLC, by Steven H. Rouhanden, Managing Member	12/19/2008
	/s/ Steven H. Rouhandeh	12/19/2008
	** Signature of Reporting Person	Date
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