SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Swortwood Letitia

(Last)

(First)

(Middle)

C/O LPATH, INC.

6335 FERRIS SQUARE, SUITE A

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2005

3. Issuer Name and Ticker or Trading Symbol
LPATH INC [ LPTN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	4,656,115	I	By trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock Warrants (right to buy)	11/30/2005	09/30/2010	Class A Common Stock	345,603	$1.5	I	By trust⁽²⁾
Class A Common Stock Warrants (right to buy)	10/31/2002	10/31/2012	Class A Common Stock	226,482	$0.16	I	By trust⁽²⁾
Class A Common Stock Warrants (right to buy)	09/05/2005	05/31/2007	Class A Common Stock	294,000	$0.8	I	By trust⁽³⁾

Explanation of Responses:

1. These shares are owned directly by the Letitia H. Swortwood RevocableTrust #1 Dated September 16, 1992, a ten percent owner of the issuer, and indirectly by Letitia Swortwood as trustee of the Letitia H. Swortwood RevocableTrust #1 Dated September 16, 1992.

2. These warrants are owned directly by the Letitia H. Swortwood RevocableTrust #1 Dated September 16, 1992, a ten percent owner of the issuer, and indirectly by Letitia Swortwood as trustee of the Letitia H. Swortwood RevocableTrust #1 Dated September 16, 1992.

3. These warrants are owned directly by Western States Investment Corporation, a corporation owned 50% by the Letitia H. Swortwood RevocableTrust #1 Dated September 16, 1992, a ten percent owner of the issuer, and indirectly by Letitia Swortwood as trustee of the Letitia H. Swortwood RevocableTrust #1 Dated September 16, 1992.

	Letitia Swortwood	12/12/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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