SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No.  09065 V 20 3

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Victor Morgenstern

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization

United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

295,000 (see Item 4)

6.

Shared Voting Power

358,000 (see Item 4)

7.

Sole Dispositive Power

295,000 (see Item 4)

8.

Shared Dispositive Power

358,000 (see Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

653,000 (see Item 4)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    o

Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

7.5%

12.

Type of Reporting Person (See Instructions)

IN

Item 1.

(a)

Name of Issuer

The name of the issuer is BioSante Pharmaceuticals, Inc.

(b)

Address of Issuer's Principal Executive Offices

The address of the principal executive offices of BioSante is 111 Barclay Boulevard, Lincolnshire, Illinois 60069.

Item 2.

(a)

Name of Person Filing

This Amendment No. 2 to Schedule 13G is being filed by and on behalf of Victor Morgenstern.

(b)

Address of Principal Business Office or, if none, Residence

The address of Mr. Morgenstern’s principal place of business is c/o Harris Associates, LP, 2 North LaSalle Street, Suite 500, Chicago, Illinois 60602.

(c)

Citizenship

Mr. Morgenstern is a United States citizen.

(d)

Title of Class of Securities

The class of equity securities to which this Statement relates is the common stock, $0.0001 par value per share, of BioSante Pharmaceuticals, Inc.

(e)

CUSIP Number

The CUSIP number of the common stock is 09065 V 20 3.

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:

(a)

o

Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 (the “Act”).

(b)

o

Bank, as defined in Section 3(a)(6) of the Act.

(c)

o

Insurance company, as defined in Section 3(a)(19) of the Act.

(d)

o

Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

o

An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person, in accordance with Rule 13d-1(b)(ii)(G).

(h)

o

A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

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.

(j)

o

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:  

Mr. Morgenstern’s beneficial ownership includes:  (1) 190,000 shares of common stock; (2) 95,000 shares of common stock issuable upon exercise of a warrant; (3) 10,000 shares of common stock issuable upon exercise of stock options; (4) 32,500 shares of common stock issuable upon exercise of a warrant and 130,000 shares of common stock held by Mr. Morgenstern’s wife as trustee of the Morningstar Trust, as to which Mr. Morgenstern disclaims beneficial ownership; (5) 10,000 shares of common stock issuable upon exercise of a warrant and 70,000 shares of common stock held by Mr. Morgenstern’s wife, as to which Mr. Morgenstern disclaims beneficial ownership; (6) 40,500 shares of common stock held by Mr. Morgenstern’s son, as to which Mr. Morgenstern disclaims beneficial ownership; and (7) 25,000 shares of common stock issuable upon exercise of a warrant and 50,000 shares of common stock held by Resolute Partners.  Mr. Morgenstern is a partner of Resolute Partners.

(b)

Percent of class:  

Percent of class:  7.5%.  The foregoing percentage is calculated based on the 8,571,458 shares of common stock reported to be outstanding by BioSante on its most recently filed quarterly report on Form 10-QSB for the quarter ended September 30, 2002.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote    295,000

(ii)

Shared power to vote or to direct the vote    358,000

(iii)

Sole power to dispose or to direct the disposition of    295,000

(iv)

Shared power to dispose or to direct the disposition of    358,000

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

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

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

February 4, 2003

Date

/s/ Victor Morgenstern

Signature

Victor Morgenstern

Name/Title