FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN 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 * CZIRR JAMES C 2. Issuer Name and Ticker or Trading Symbol PRO PHARMACEUTICALS INC [PRWP.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 425 JANISH DR 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2007 (Street) SANDPOINT, ID 83864 4. If Amendment, Date Original Filed(Month/Day/Year) 02/07/2008 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 12/28/2007   G4 198,000 (1) D $ 0 3,849,268 (2) D   Common Stock 12/28/2007   G4 2,000 D $ 0 3,847,268 (2) D   Common Stock 12/28/2007   G4 198,000 (1) A $ 0 588,000 (3) I By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CZIRR JAMES C 425 JANISH DR SANDPOINT, ID 83864	Â	  X	Â	Â

Signatures

James C. Czirr		02/25/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Reporting Person contributed 198,000 shares of Issuer's common stock to an irrevocable charitable remainder trust of which Reporting Person is the trustee and sole non-charitable beneficiary
(2)	In the original filing, the Reporting Person erroneously included 123,000 shares in the total that are actually owned indirectly by a trust of which the Reporting Person is trustee and beneficiary.
(3)	In the original filing, the Reporting Person erroneously included 28,200 shares owned by the son of the Reporting Person (the actual amount owned by the son is 33,200).
  Remarks: The Reporting Person reported in his original Form 5 the acquisition of certain derivative securities on November 9, 2007, which acquisition was originally reported on a Form 4 filed on November 13, 2007 and thus was not required to be reported on the original Form 5.  There is no change to the information reported as to the acquisition of said derivative securities on the Form 4 or the original Form 5.

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