SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Musket David B

(Last)

(First)

(Middle)

125 CAMBRIDGE PARK DRIVE

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2007

3. Issuer Name and Ticker or Trading Symbol
SPECTRX INC [ SPRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
SPRX Series A Cv. Pfd	^{( 2 )}	^{( 2 )}	Common Stock	230,769	0.65	D
SPRX Series B Wts	^{( 3 )}	05/26/2009	Common Stock	50,000	0.81	D
SPRX Placement Wts	^{( 3 )}	03/25/2009	Common Stock	48,222	1.5	D
SPRX Series A Cv. Pfd	^{( 1 )}	^{( 2 )}	Common Stock	1,150,799	0.65	I	See Footnote ^{( 4 )}
SPRX Series B Wts	^{( 3 )}	05/26/2009	Common Stock	249,340	0.81	I	See Footnote ^{( 4 )}
SPRX Placement Wts	^{( 3 )}	03/25/2009	Common Stock	34,908	1.5	I	See Footnote ^{( 4 )}
SPRX Series A Cv. Pfd	^{( 1 )}	^{( 2 )}	Common Stock	156,926	0.65	I	See Footnote ^{( 5 )}
SPRX Series B Wts	^{( 3 )}	05/26/2009	Common Stock	34,000	0.81	I	See Footnote ^{( 5 )}
SPRX Placement Wts	^{( 3 )}	03/25/2009	Common Stock	4,760	1.5	I	See Footnote ^{( 5 )}
SPRX Series A Cr Pfd	^{( 1 )}	^{( 2 )}	Common Stock	975,553	0.65	I	See Footnote ^{( 6 )}
SPRX Series B Wts	^{( 3 )}	05/26/2009	Common Stock	211,370	0.81	I	See Footnote ^{( 6 )}
SPRX Placement Wts	^{( 3 )}	03/25/2009	Common Stock	29,592	1.5	I	See Footnote ^{( 6 )}
SPRX Series A Cv. Pfd	^{( 1 )}	^{( 2 )}	Common Stock	175,246	0.65	I	See Footnote ^{( 7 )}
SPRX Series B Wts	^{( 3 )}	05/26/2009	Common Stock	37,970	0.81	I	See Footnote ^{( 7 )}
SPRX Placement Wts	^{( 3 )}	03/25/2009	Common Stock	5,316	1.5	I	See Footnote ^{( 7 )}
SPRX BridgeLoan Wts	^{( 3 )}	03/23/2012	Common Stock	100,000	0.78	I	See Footnote ^{( 5 )} ^{( 9 )}
SPRX Series A Cv. Pfd	^{( 3 )}	^{( 2 )}	Common Stock	156,926	0.65	I	See Footnote ^{( 8 )}
SPRX Series B Wts	^{( 3 )}	05/26/2009	Common Stock	34,000	0.81	I	See Footnote ^{( 8 )}
SPRX Placement Wts	^{( 3 )}	03/25/2009	Common Stock	4,760	1.5	I	See Footnote ^{( 8 )}
SPRX Placement Wts	^{( 2 )}	03/25/2009	Common Stock	48,222	1.5	I	See Footnote ^{( 10 )}

1. Name and Address of Reporting Person^*

Musket David B

(Last)

(First)

(Middle)

125 CAMBRIDGE PARK DRIVE

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KUROKAWA BARRY

(Last)

(First)

(Middle)

125 CAMBRIDGE PARK DRIVE

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PROMED ASSET MANAGEMENT, LLC

(Last)

(First)

(Middle)

125 CAMBRIDGE PARK DRIVE

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PROMED PARTNERS L P

(Last)

(First)

(Middle)

125 CAMBRIDGE PARK DRIVE

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PROMED PARTNERS II LP

(Last)

(First)

(Middle)

125 CAMBRIDGE PARK DRIVE

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PROMED MANAGEMENT INC

(Last)

(First)

(Middle)

125 CAMBRIDGE PARK DRIVE

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PROMED OFFSHORE FUND, LTD

(Last)

(First)

(Middle)

125 CAMBRIDGE PARK DRIVE

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PROMED OFFSHORE FUND II, LTD

(Last)

(First)

(Middle)

125 CAMBRIDGE PARK DRIVE

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

Explanation of Responses:

1. Anytime

2. None

3. Immediately

4. These securities may be deemed to be beneficially owned by ProMed Asset Management, L.L.C. ("ProMed Asset Management"), the general partner of ProMed Partners, L.P. ("ProMed I") and ProMed Partners II, L.P. (ProMed II"), and may also be deemed to be beneficially owned by David B. Musket and Barry Kurokawa, the managing members of ProMed Asset Management of ProMed Asset Management. These securities are owned by and are held in the accounts of ProMed I and ProMed II. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. These securities may be deemed to be beneficially owned by ProMed Mangement, Inc. ("ProMed Management"), the investment manager of ProMed Offshore Fund, Ltd. ("ProMed Offshore I"), ProMed I and ProMed II. ProMed Management is controlled by David B. Musket and Barry Kurokawa. These securities are owned by and are held in the accounts of ProMed Offshore I, ProMed I and ProMed II. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

6. The reported purchase was made on behalf of Promed I.

7. The reported purchase was made on behalf of Promed II.

8. The reported purchase was made on behalf of Promed Offshore I.

9. The reported purchase was made on behalf of ProMed Offshore Fund II, Ltd.

10. The reported purchase was made by Barry Kurokawa.

	/s/ David B. Musket	05/29/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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