Washington, D.C. 20549




Under the Securities Exchange Act of 1934

(Amendment No. 1)



(Name of Issuer)



Common Stock, $.001 par value

(Title of Class of Securities)




(CUSIP Number)



December 31, 2003

(Date of Event which Requires Filing of This Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

CUSIP No. 74267T109

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Names of Reporting Persons.

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


            David Platt



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

(a)  ¨

(b)  x



SEC Use Only




Citizenship or Place of Organization


            United States











  5.    Sole Voting Power



  6.    Shared Voting Power



  7.    Sole Dispositive Power



  8.    Shared Dispositive Power




Aggregate Amount Beneficially Owned by Each Reporting Person





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





Percent of Class Represented by Amount in Row (9)





Type of Reporting Person (See Instructions)





CUSIP No. 74267T109

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The Statement on Schedule 13G, dated January 21, 2002, filed by David Platt, is hereby amended and restated in its entirety to read as follows:


Item 1(a).   Name of Issuer:


Pro-Pharmaceuticals, Inc.


Item 1(b).   Address of Issuer’s Principal Executive Offices:


189 Wells Avenue

Newton, MA 02459


Item 2(a).   Name of Person Filing:


David Platt


Item 2(b).   Address of Principal Business Office or, if None, Residence:


189 Wells Avenue

Newton, MA 02459


Item 2(c).   Citizenship:


United States


Item 2(d).   Title of Class of Securities:


Common Stock, $.001 par value


Item 2(e).   CUSIP Number:




Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


  (a)   ¨    Broker or dealer registered under Section 15 of the Exchange Act.
  (b)   ¨    Bank as defined in Section 3(a)(6) of the Exchange Act.
  (c)   ¨    Insurance company as defined in Section 3(a)(19) of the Exchange Act.
  (d)   ¨    Investment company registered under Section 8 of the Investment Company Act.
  (e)   ¨    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
  (f)   ¨    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
  (g)   ¨    A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
  (h)   ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
  (i)   ¨    A church plan that is excluded from the definition of an investment company under
                 Section 3(c)(14) of the Investment Company Act.
  (j)   ¨    Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


Not Applicable

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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:        4,549,747*


(b) Percent of class:                                         18.9%**


(c) Number of shares as to which the person has:


(i) Sole power to vote or direct the vote:                            4,549,747

(ii) Shared power to vote or to direct the vote:                                        0

(iii) Sole power to dispose or to direct the disposition of: 4,549,747

(iv) Shared power to dispose or to direct the disposition of:                    0


* Includes 7,379 shares owned by Dr. Platt’s wife, as to which Dr. Platt disclaims beneficial ownership.


** Based on 24,054,300 shares outstanding as of December 22, 2003.


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

CUSIP No. 74267T109

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Item 10.   Certification.


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.



Date: February 9, 2004          

/s/    David Platt        

                David Platt