UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

Information to be included in statements filed pursuant

to Rules 13d-1(b), (c) and (d) and amendments thereto filed

pursuant to 13d-2(b)

(AMENDMENT NO.3)*

DOBI Medical International, Inc.

(Name of Issuer)

Common Stock, par value $.0001

(Title of Class of Securities)

256058 10 8

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule

pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*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).

(Continued on the Following Pages)

1.	NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Basso Private Opportunities Holding Fund Ltd.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)	x
(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

6.	SHARED VOTING POWER

4,218,810

7.	SOLE DISPOSITIVE POWER

8.	SHARED DISPOSITIVE POWER

4,218,810

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,218,810

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2%

12.	TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1.	NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Basso Multi-Strategy Holding Fund Ltd.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)	x
(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

6.	SHARED VOTING POWER

7,072,770

7.	SOLE DISPOSITIVE POWER

8.	SHARED DISPOSITIVE POWER

7,072,770

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,072,770

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.7%

12.	TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1.	NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Basso Fund Ltd.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)	x
(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

6.	SHARED VOTING POWER

3,106,365

7.	SOLE DISPOSITIVE POWER

8.	SHARED DISPOSITIVE POWER

3,106,365

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,106,365

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.9%

12.	TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1.	NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Basso Capital Management, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)	x
(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

6.	SHARED VOTING POWER

8,185,215

7.	SOLE DISPOSITIVE POWER

8.	SHARED DISPOSITIVE POWER

8,185,215

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,185,215

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%

12.	TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1.	NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Basso GP, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)	x
(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

6.	SHARED VOTING POWER

8,185,215

7.	SOLE DISPOSITIVE POWER

8.	SHARED DISPOSITIVE POWER

8,185,215

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,185,215

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%

12.	TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1.	NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Howard I. Fischer

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)	x
(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

6.	SHARED VOTING POWER

8,185,215

7.	SOLE DISPOSITIVE POWER

8.	SHARED DISPOSITIVE POWER

8,185,215

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,185,215

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%

12.	TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1.	NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Philip Platek

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)	x
(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

6.	SHARED VOTING POWER

8,185,215

7.	SOLE DISPOSITIVE POWER

8.	SHARED DISPOSITIVE POWER

8,185,215

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,185,215

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%

12.	TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1.	NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

John Lepore

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)	x
(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

6.	SHARED VOTING POWER

8,185,215

7.	SOLE DISPOSITIVE POWER

8.	SHARED DISPOSITIVE POWER

8,185,215

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,185,215

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%

12.	TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1.	NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Dwight Nelson

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)	x
(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

6.	SHARED VOTING POWER

8,185,215

7.	SOLE DISPOSITIVE POWER

8.	SHARED DISPOSITIVE POWER

8,185,215

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,185,215

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%

12.	TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

This statement is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of common stock (the “Common Stock”) of DOBI Medical International, Inc. (the “Issuer”) beneficially owned by the Reporting Persons identified below as of December 31, 2007, and amends and supplements the Schedule 13G originally filed April 4, 2005, as previously amended (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G are:

•

Basso Private Opportunities Holding Fund Ltd. (“Private Opportunities Holding Fund”),

•

Basso Multi-Strategy Holding Fund Ltd. (“Multi-Strategy Holding Fund”),

•

Basso Fund Ltd. (“Basso Fund”),

•

Basso Capital Management, L.P. (“BCM”),

•

Basso GP, LLC (“Basso GP”),

•

Howard Fischer,

•

Philip Platek,

•

John Lepore and

•

Dwight Nelson.

BCM is the investment manager of Private Opportunities Holding Fund, Multi-Strategy Holding Fund and Basso Fund. Basso GP is the general partner of BCM. The controlling persons of Basso GP are Howard Fischer, Philip Platek, John Lepore and Dwight Nelson (each a “Controlling Person” and collectively, the “Controlling Persons”).

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:

Due to the Ownership Limitation described below:

(i) Private Opportunities Holding Fund beneficially owns 4,218,810 shares of Common Stock through its ownership of (i) 669,695 shares of Common Stock, and (ii) warrants (“Warrants”) and convertible bonds issued by the Issuer (“Convertible Bonds”) exercisable for and/or convertible into an aggregate of 3,549,115 shares of Common Stock.

(ii) Multi-Strategy Holding Fund beneficially owns 7,072,770 shares of Common Stock through its ownership of (a) 2,484,155 shares of Common Stock, and (b) Warrants and Convertible Bonds exercisable for and/or convertible into an aggregate of 4,588,615 shares of Common Stock. Multi-Strategy Holding Fund disclaims beneficial ownership of any additional shares of Common Stock that the Warrants and/or Convertible Bonds may be exercisable for or convert into, as applicable, due to the Ownership Limitation described below.

(iii) Basso Fund beneficially owns 3,106,365 shares of Common Stock through its ownership of Warrants and Convertible Bonds exercisable for and/or convertible into an aggregate of 3,106,365 shares of Common Stock.

BCM, as the investment manager of Private Opportunities Holding Fund, Multi-Strategy Holding Fund and Basso Fund, is deemed to beneficially own the 8,185,215 shares of Common Stock beneficially owned by them.

Basso GP, as the general partner of BCM, is deemed to beneficially own the 8,185,215 shares of Common Stock beneficially owned by BCM.

Each Controlling Person, in his capacity as a controlling person of Basso GP, is deemed to beneficially own the 8,185,215 shares of Common Stock beneficially owned by Basso GP.

Collectively, the Reporting Persons beneficially own 8,185,215 shares of Common Stock through their ownership of (i) 3,153,850 shares of Common Stock owned by the Reporting Persons, and (ii) Warrants and Convertible Bonds exercisable for and/or convertible into an aggregate of 5,031,365 shares of Common Stock. The Reporting Persons disclaim beneficial ownership of any additional shares of Common Stock that the Warrants and/or Convertible Bonds may be exercisable for or convert into, as applicable, due to the Ownership Limitation described below.

In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the number of shares of Common Stock into which the Warrants and Convertible Bonds are exercisable for or convertible into, as applicable, is limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in the Reporting Persons having aggregate beneficial ownership of 9.99% of the total issued and outstanding shares of Common Stock (the “Ownership Limitation”). The Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause the Reporting Persons’ aggregate beneficial ownership to exceed the Ownership Limitation.

(b)

Percent of Class:

Private Opportunities Holding Fund’s and BCM’s beneficial ownership of 4,218,810 shares of Common Stock represents 5.2% of all the outstanding shares of Common Stock.

Multi-Strategy Holding Fund’s beneficial ownership of 7,072,770 shares of Common Stock represents 8.7% of all the outstanding shares of Common Stock.

Basso Fund’s beneficial ownership of 3,106,365 shares of Common Stock represents 3.9% of all the outstanding shares of Common Stock.

Basso GP’s and each Controlling Person’s beneficial ownership of 8,185,215 shares of Common Stock represents 9.99% of all the outstanding shares of Common Stock.

Collectively, the Reporting Persons beneficially own 8,185,215 shares of Common Stock representing 9.99% of all the outstanding shares of Common Stock.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

Not applicable.

(ii)

Shared power to vote or to direct the vote of shares of Common Stock:

Private Opportunities Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to vote or direct the vote of 4,218,810 shares of Common Stock.

Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to vote or direct the vote of 7,072,770 shares of Common Stock.

Basso Fund, BCM, Basso GP and each Controlling Person have the shared power to vote or direct the vote of 3,106,365 shares of Common Stock.

(iii)

Sole power to dispose or to direct the disposition of shares of Common Stock:

Not applicable.

(iv)

Shared power to dispose or to direct the disposition of shares of Common Stock:

Private Opportunities Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to dispose or to direct the disposition of 4,218,810 shares of Common Stock.

Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to dispose or to direct the disposition of 7,072,770 shares of Common Stock.

Basso Fund, BCM, Basso GP and each Controlling Person have the shared power to dispose or to direct the disposition of 3,106,365 shares of Common Stock.

ITEM 10.

CERTIFICATION.

By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Dated: February 14, 2008

BASSO PRIVATE OPPORTUNITIES HOLDING FUND LTD.

BASSO MULTI-STRATEGY HOLDING FUND LTD.

BASSO FUND LTD.

BASSO CAPITAL MANAGEMENT, L.P. (“BCM”)

By: Basso GP, LLC

	By:	/s/ Howard Fischer
		Howard Fischer, as a member of Basso GP, LLC, as General Partner of BCM (the investment Manager of Basso Private Opportunities Holding Fund Ltd., of Basso Multi-Strategy Holding Fund Ltd. and Basso Fund Ltd.)


/s/ Howard Fischer
Howard Fischer, individually and on behalf of Basso GP, LLC, as member


/s/ Philip Platek
Philip Platek

/s/ John Lepore
John Lepore

/s/ Dwight Nelson
Dwight Nelson