SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
NAME OF ISSUER: MACROCHEM CORPORATION
TITLE OF CLASS OF SECURITIES: COMMON STOCK
CUSIP NUMBER: 55590310
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS:
David Russell
45 Park Place South
Suite 103
Morristown, New Jersey 07960
(201) 252-8414
DATE OF EVENT WHICH REQUIRES FILING: June 10, 1996
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box ______.
Check the following box if a fee is being paid with the
statement __________. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule
13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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.: 55590310
1. NAME OF REPORTING PERSON: David Russell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b)
3. (SEC USE ONLY)
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): _________
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.
7. SOLE VOTING POWER: 1,000,000
8. SHARED VOTING POWER: 100,000*
9. SOLE DISPOSITIVE POWER: 1,000,000
10. SHARED DISPOSITIVE POWER: 100,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,100,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: _________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.2%
14. TYPE OF REPORTING PERSON: IN
*Includes 100,000 shares owned by the wife of the reporting
person.
<PAGE>
This Amendment No. 1 amends and supplements the
Schedule 13D dated May 31, 1995, of Mr. David Russell (the
"Reporting Person"), an individual, with respect to the
Common Stock, par value $.01 per share ("Common Stock"), of
MacroChem Corporation, a Delaware corporation (the
"Company").
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to
which this Amendment No. 1 to Schedule 13D relates is Common
Stock. The principal executive offices of the Company are
located at 110 Hartwell Avenue, Lexington, Massachusetts
02173.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment No. 1 to Schedule 13D is being
filed by the Reporting Person.
(b) The principal business address of the
Reporting Person is located at 45 Park Place South, Suite
103, Morristown, New Jersey 07960.
(c) The Reporting Person is a private investor.
(d) and (e) During the last five years, the
Reporting Person (i) has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violation
of a prohibiting or mandatory activities subject to United
States federal or state securities laws or finding any
violation of such laws.
(f) The reporting person is a United States
citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The wife of the Reporting Person purchased
the 100,000 shares of Common Stock (the "Shares") at an
aggregate purchase price of $587,500 out of her personal
funds.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The wife of the Reporting Person acquired the
Shares for investment purposes. The Reporting Person has no
plans, or proposals which relate to or would result in any
of the actions specified in clauses (a) through (j) of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of June 10, 1996, the Reporting Person
beneficially owned 1,100,000 shares of Common Stock
representing 7.2% of the shares of Common Stock outstanding.
Of such shares, the Shares are owned by the wife of the
Reporting Person. The Reporting Person disclaims beneficial
ownership of the Shares.
(b) The Reporting Person has sole voting power on
all matters and sole power to dispose of 1,000,000 shares of
Common Stock beneficially owned by him and the wife of the
Reporting Person has sole voting power and sole power to
dispose of the Shares beneficially owned by her.
(c) In an open market transaction, the wife of
the Reporting Person purchased, on June 10, 1996, the Shares
at a price of 5-7/8 per share.
(d) No person other than the Reporting Person
with respect to 1,000,000 shares of Common Stock (and the
wife of the Reporting Person with respect to the Shares) is
known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale
of, the shares of Common Stock owned by the Reporting Person
(or his wife, in the case of the Shares).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
The Reporting Person and the Company are parties
to a Common Stock Purchase Agreement. Such agreement
provides for the right of the Reporting Person to designate
one director to the Board of Directors of the Company and
for rights of the Reporting Person to register, under
certain circumstances, the shares of stock owned by him
under the Securities Act of 1933. The Reporting Person has
designated Peter Martin as his designee on the Board of
Directors of the Company.
<PAGE>
ITEM 7. MATERIALS TO BE FILED AS AN EXHIBIT
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned
certifies that the information set forth in this Schedule
13D is true, complete and correct.
Dated: June 19, 1996
David Russell
---------------------------
DAVID RUSSELL
