SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* MEDCAP PARTNERS LP (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FAMILYMEDS GROUP, INC. [ FMRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 01/01/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year) 01/27/2006	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock	$10.9(1)	10/03/2005		4P	390,455(1)		(3)	10/02/2010	Common Stock	390,455(1)	$1.25(1)	390,455(1)	I	By MedCap Partners L.P. (see footnotes)(2)(4)(5)
Warrant to Purchase Common Stock	$10.9(1)	10/03/2005		4P	43,394(1)		(3)	10/02/2010	Common Stock	43,394(1)	$1.25(1)	43,394(1)	I	By an offshore investment limited partnership (see footnotes)(2)(4)(5)

1. Name and Address of Reporting Person* MEDCAP PARTNERS LP (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (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* TONEY C FRED (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote 4

Explanation of Responses:

1. All of the price and share data reported on this Form give effect to a 1-for-10 reverse stock split of the issuer's common stock, which stock split became effective on August 16, 2006.

2. The securities reported on this Form are held by: (i) MedCap Partners, L.P. ("MedCap Partners"); and (ii) an offshore investment limited partnership (the "Offshore Fund"). MedCap Partners is the beneficial owner of more than 10% of the issuer's common stock, but the Offshore Fund is not. MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of both MedCap Partners and the Offshore Fund. C. Fred Toney, the reporting person, is the managing member of MMR, and Mr. Toney also holds, directly and indirectly, certain limited partnership interests in MedCap Partners.

3. The warrants became formally exercisable on April 3, 2006, but they are subject to restrictions that prohibit their exercise to the extent that the number of shares of the issuer's common stock beneficially owned by MedCap Partners, the Offshore Fund, their respective affiliates and other persons whose beneficial ownership is aggregated with them would exceed 9.999% of the total number of issued and outstanding shares of the issuer's common stock (including for such purpose the shares of common stock issuable upon such exercise).

4. Because Mr. Toney, as the sole member of MMR, may be deemed to be a "control person" who, for the purposes of Rule 16a-1(a)(1)(vii), may be deemed to hold in excess of 1% of the issuer's common stock indirectly through his limited partnership interests in MedCap Partners, Mr. Toney has elected to voluntarily file this Form as a co-reporting person to report the holdings of, and certain transactions by, MedCap Partners and the Offshore Fund. Mr. Toney's election to file this Form should not be construed as an admission of his status as such a control person, or as a 10% beneficial owner of the issuer's common stock for Section 16 purposes. In any event, each of MMR, Mr. Toney, MedCap Partners and the Offshore Fund expressly disclaims beneficial ownership in these securities, except to the extent of their pecuniary interests therein.

5. This Form 5 is an amendment to the original Form 5 filed on January 27, 2006 by Mr. Toney and is being filed to report additional transactions during the year ending December 31, 2005.

Remarks:

	MedCap Partners L.P.; By: MedCap Management & Research LLC, its General Partner; By. C. Fred Toney, its Managing Member; /s/ C. Fred Toney	10/04/2006
	C. Fred Toney; /s/ C. Fred Toney	10/04/2006
	** Signature of Reporting Person	Date
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