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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Enamelon, Inc.
(Name of Issuer)
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Common Stock, $.001 par value
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(Title of Class of Securities)
292499 10 0
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(CUSIP Number)
1 of 4 pages
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________________________________________________________________________________
CUSIP No. 292499 10 0 SCHEDULE 13G Page 2 of 4 Pages
________________________________________________________________________________
1 | NAME OF REPORTING PERSON
| Dr. Steven R. Fox
|
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
________|_______________________________________________________________________
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
| (b) [ ]
________|_______________________________________________________________________
3 | SEC USE ONLY
________|_______________________________________________________________________
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
| USA
________|_______________________________________________________________________
| 5 | SOLE VOTING POWER
| | (See item 4)
|_____|__________________________________________________________
NUMBER OF | |
SHARES | 6 | SHARED VOTING POWER
BENEFICIALLY | | None
OWNED BY |_____|__________________________________________________________
EACH | |
REPORTING | 7 | SOLE DISPOSITIVE POWER
PERSON WITH | | (See item 4)
|_____|__________________________________________________________
| |
| 8 | SHARED DISPOSITIVE POWER
| | None
_______________|_____|__________________________________________________________
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 2,964,240
_______|________________________________________________________________________
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
| CERTAIN SHARES [ ]
_______|________________________________________________________________________
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| 28.5%
_______|________________________________________________________________________
12 | TYPE OF REPORTING PERSON
| IN
_______|________________________________________________________________________
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Page 3 of 4 Pages
Item l(a). Name of Issuer: Enamelon, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
15 Kimball Avenue
Yonkers, New York 10704
Item 2(a). Name of Person Filing: Dr. Steven R. Fox
Item 2(b). Address of Principal Business office, or if None, Residence:
15 Kimball Avenue
Yonkers, New York 10704
Item 2(c). Citizenship: USA
Item 2(d). Title of Class of Securities: Common Stock, $.001 par value
Item 2(e). CUSIP Number: 292499 10 0
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) check whether the person filing is a: Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 2,964,240 shares of Common Stock
including 36,348 shares of Common Stock held in trust for
the benefit of Dr. Fox's minor children. Also includes
462,500 shares issuable upon exercise of currently
exercisable stock options.
(b) Percent of Class: 28.5%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 462,500
shares of Common Stock issuable upon the exercise of
currently exercisable options held by Dr. Fox.
(ii) Shared power to vote or to direct the vote: 2,501,740
shares held jointly with his wife.
(iii) Sole power to dispose or to direct the disposition of
462,500 shares of Common Stock issuable upon the
exercise of currently exercisable options held by Dr.
Fox: Dr. Fox's beneficial ownership of 2,964,240 shares
of Common stock, including 462,500 shares of Common
Stock issuable upon the exercise of currently
exercisable options are subject to a lock-up agreement
between Dr. Fox and Lehman Brothers Inc. ("Lehman"), as
representative of the several underwriters of the
Issuer's public offering, for a period of 120 days
following the effective date of the Issuer's
registration statement on Form S-1, which was effective
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Page 4 of 4 Pages
October 16, 1997. Such lock-up agreement provides that
Dr. Fox will not, without the prior written consent of
Lehman, offer, pledge, sell, transfer, assign, contract
to sell, grant any option for the sale of, or otherwise
dispose of, directly or indirectly, the
above-referenced securities.
(iv) Shared power to dispose or to direct the disposition of
2,501,740 shares held jointly with his wife: See (iii)
above.
Items 5-10. Not Applicable.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 1998
Date
\s\ Dr. Steven R. Fox
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Dr. Steven R. Fox
Chairman of the Board and
Chief Executive Officer
