UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Barrier Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

06850R108

(CUSIP Number)

August 5, 2008

(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)

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 reminder 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”) orotherwise 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).

CUSIP No. 0680R108

Page 2 of 19 Pages

SCHEDULE 13G

1	NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Perseus-Soros BioPharmaceutical Fund, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b) x

3	SEC USE ONLY

4	CITENZSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5

6

7

8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%

12	TYPE OF REPORTING PERSON* PN

CUSIP No. 0680R108

Page 3 of 19 Pages

SCHEDULE 13G

1	NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Perseus-Soros Partners, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b) x

3	SEC USE ONLY

4	CITENZSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5

6

7

8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%

12	TYPE OF REPORTING PERSON* OO

CUSIP No. 0680R108

Page 4 of 19 Pages

SCHEDULE 13G

1	NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Perseus BioTech Fund Partners, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b) x

3	SEC USE ONLY

4	CITENZSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5

6

7

8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER
-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%

12	TYPE OF REPORTING PERSON* OO

CUSIP No. 0680R108

Page 5 of 19 Pages

SCHEDULE 13G

1	NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON SFM Participation, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b) x

3	SEC USE ONLY

4	CITENZSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5

6

7

8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER
-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%

12	TYPE OF REPORTING PERSON* PN

CUSIP No. 0680R108

Page 6 of 19 Pages

SCHEDULE 13G

1	NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON SFM AH LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b) x

3	SEC USE ONLY

4	CITENZSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5

6

7

8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER
-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%

12	TYPE OF REPORTING PERSON* OO

CUSIP No. 0680R108

Page 7 of 19 Pages

SCHEDULE 13G

1	NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Perseuspur, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b) x

3	SEC USE ONLY

4	CITENZSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5

6

7

8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER
-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%

12	TYPE OF REPORTING PERSON* OO

CUSIP No. 0680R108

Page 8 of 19 Pages

SCHEDULE 13G

1	NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Frank H. Pearl (in the capacity described herein)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b) x

3	SEC USE ONLY

4	CITENZSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5

6

7

8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER
-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%

12	TYPE OF REPORTING PERSON* IN

CUSIP No. 0680R108

Page 9 of 19 Pages

SCHEDULE 13G

1	NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON George Soros (in the capacity described herein)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b) x

3	SEC USE ONLY

4	CITENZSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5

6

7

8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER
-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%

12	TYPE OF REPORTING PERSON* IA

CUSIP No. 0680R108

Page 10 of 19 Pages

SCHEDULE 13G

1	NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Soros Fund Management LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b) x

3	SEC USE ONLY

4	CITENZSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5

6

7

8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER
-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%

12	TYPE OF REPORTING PERSON* OO; IA

CUSIP No. 0680R108

Page 11 of 19 Pages

SCHEDULE 13G

Item 1.	(a)	Name of Issuer Barrier Therapeutics, Inc. (the “Company”).
	(b)	Address of Issuer’s Principal Executive Offices 600 College Road East, Suite 3200 Princeton, New Jersey 08540
Item 2.	(a)	Names of Persons Filing This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
		(i)	Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership (“Perseus-Soros”);
		(ii)	Perseus-Soros Partners, LLC, a Delaware limited liability company (“PSP GP” and general partner of Perseus-Soros);
		(iii)	Perseus BioTech Fund Partners, LLC, a Delaware limited liability company (“PBFP Partners” and managing member of PSP GP);
		(iv)	SFM Participation, L.P., a Delaware limited partnership (“SFM Participation” and managing member of PSP GP);
		(v)	SFM AH LLC, a Delaware limited liability company (“SFM AH” and general partner of SFM Participation);
		(vi)	Perseuspur, LLC, a Delaware limited liability company (“Perseuspur” and managing member of PBFP Partners);
		(vii)	Mr. Frank H. Pearl (“Mr. Pearl” and the managing member of Perseuspur);
		(viii)	Mr. George Soros (“Mr. George Soros” and Chairman of SFM LLC); and
		(ix)	Soros Fund Management LLC, a Delaware limited liability company (“SFM LLC” and the sole managing member of SFM AH).

CUSIP No. 0680R108

Page 12 of 19 Pages

SCHEDULE 13G

(b)	Address of Principal Business Office The address of the principal business offices of Perseus-Soros is 888 Seventh Avenue, 30th Floor, New York, NY 10106. The address of the principal business offices of (i) PSP GP, (ii) PBFP Partners, (iii) Perseuspur and (iv) Mr. Pearl is 2099 Pennsylvania Ave., N.W., Suite 900, Washington, D.C. 20006. The address of the principal business offices of (i) SFM Participation, (ii) SFM AH, (iii) SFM LLC and (iv) Mr. George Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 10106.
(c)	Citizenship
	(i)	Perseus-Soros – a Delaware limited partnership
	(ii)	PSP GP – a Delaware limited liability company
	(iii)	PBFP Partners – a Delaware limited liability company
	(iv)	SFM Participation – a Delaware limited partnership
	(v)	SFM AH – a Delaware limited liability company
	(vi)	Perseuspur – Delaware limited liability company
	(vii)	Mr. Pearl – United States
	(viii)	Mr. George Soros – United States
	(ix)	SFM LLC – a Delaware limited liability company

(d)	Title of Class of Securities Common Stock, par value $.0001 per share (the “Common Stock” or “Shares”)
(e)	CUSIP Number 06850R108 Information contained herein concerning SFM Participation, SFM AH, SFM LLC and Mr. George Soros has been provided by SFM LLC. Perseus-Soros, PSP GP, PBFP Partners, Perseuspur and Mr. Pearl assume no responsibility for such information. Information contained herein concerning PBFP Partners, Perseuspur and Mr. Pearl has been provided by each such Reporting Person. Perseus-Soros, PSP GP, SFM Participation, SFM AH, SFM LLC and Mr. George Soros assume no responsibility for such information.

CUSIP No. 0680R108

Page 13 of 20 Pages

SCHEDULE 13G

Item 3.	This statement is not being filed pursuant to either Rule 13d-1(b) or 13d-2(b) or (c).
Item 4.	Ownership. For each of the Reporting Person:
	(a)	Amount Beneficially Owned: 0 shares.
	(b)	Percentage Owned: 0% of the outstanding Common Stock.
	(c)	Number of Shares as to Which each Reporting Person Has: (i) Sole power to direct the vote: 0 (ii) Shared power to direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 0 (iv) Shared power to dispose or direct the disposition of: 0
Item 5.	Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following x.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person Not applicable.
Item 7.	Identification and Classification of Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company 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. 0680R108

Page 14 of 19 Pages

SCHEDULE 13G

Item 10.

Certification

(b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

By signing below we certify that, to the best of our 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.

CUSIP No. 0680R108

Page 15 of 19 Pages

SCHEDULE 13G

SIGNATURES

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

Dated as of August 14, 2008

		PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP

		By:	Perseus-Soros Partners, LLC General Partner
		By:	SFM Participation, L.P. Managing Member
		By:	SFM AH LLC General Partner
		By:	Soros Fund Management LLC Managing Member
		By:	/s/ Jodye Anzalotta
			Name: Jodye Anzalotta Title: Assistant General Counsel

CUSIP No. 0680R108

Page 16 of 19 Pages

SCHEDULE 13G

		PERSEUS-SOROS PARTNERS, LLC

		By:	SFM Participation, L.P. Managing Member
		By:	SFM AH LLC General Partner
		By:	Soros Fund Management LLC Managing Member
		By:	/s/ Jodye Anzalotta
			Name: Jodye Anzalotta Title: Assistant General Counsel



		PERSEUS BIOTECH FUND PARTNERS, LLC

		By:	Perseuspur, L.L.C. Managing Member
		By:	/s/ Teresa Y. Bernstein
			Name: Teresa Y. Bernstein Title: Secretary

CUSIP No. 0680R108

Page 17 of 19 Pages

SCHEDULE 13G

		SFM PARTICIPATION, L.P.

		By:	SFM AH LLC General Partner
		By:	Soros Fund Management LLC Managing Member
		By:	/s/ Jodye Anzalotta
			Name: Jodye Anzalotta Title: Assistant General Counsel

		SFM AH LLC

		By:	Soros Fund Management LLC Managing Member
		By:	/s/ Jodye Anzalotta
			Name: Jodye Anzalotta Title: Assistant General Counsel

		PERSEUSPUR, L.L.C.
		By:	/s/ Teresa Y. Bernstein
			Name: Teresa Y. Bernstein Title: Secretary

CUSIP No. 0680R108

Page 18 of 19 Pages

SCHEDULE 13G

MR. FRANK H. PEARL
	By:	/s/ Teresa Y. Bernstein
		Name: Teresa Y. Bernstein Title: Attorney-in-Fact ⁽¹⁾



MR. GEORGE SOROS
	By:	/s/ Jodye Anzalotta
		Name: Jodye Anzalotta Title: Attorney-in-Fact ⁽²⁾

SOROS FUND MANAGEMENT LLC
	By:	/s/ Jodye Anzalotta
		Name: Jodye Anzalotta Title: Assistant General Counsel

⁽¹⁾

A Power of Attorney, dated December 6, 2007, appointing each of Kenneth M. Socha and Teresa Y. Bernstein to act on behalf of Frank Pearl has been filed with the Securities and Exchange Commission.

⁽²⁾

A Power of Attorney, dated June 16, 2005, appointing each of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber and Robert Soros to act on behalf of George Soros has been filed with the Securities and Exchange Commission.

CUSIP No. 0680R108

Page 19 of 19 Pages

SCHEDULE 13G

Exhibit Index

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

Exhibit 2.

Power of Attorney, dated June 16, 2005 appointing each of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber and Robert Soros as Attorney-In-Fact for George Soros (previously filed).

Exhibit 3.

A Power of Attorney, dated December 6, 2007, appointing each of Kenneth M. Socha and Teresa Y. Bernstein to act on behalf of Frank Pearl has been filed with the Securities and Exchange Commission. (previously filed).