SC 13D

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)1

Under the Securities Exchange Act of 1934

DUSA PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

266898105

(CUSIP Number)

SRB Management, L.P.

Attn:  Steven R. Becker

300 Crescent Court, Suite 1111

Dallas, Texas 75201

(214) 756-6016

With a copy to:

Richard J. Birns, Esq.

Boies, Schiller & Flexner LLP

575 Lexington Avenue, 7th Floor

New York, NY 10022

(212) 446-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 26, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* 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).

___________________________________________________________

1 This filing constitutes Amendment No.1 for Steven R. Becker, and the original filing for all other entities making this filing.  The original filing by Steven R. Becker, dated December 9, 2008, is incorporated herein by reference, except as superseded by this filing.

SCHEDULE 13D

CUSIP No. 266898105
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SRB Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,489,201
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,489,201
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,489,201
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

CUSIP No. 266898105
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SRB Greenway Opportunity Fund, (QP), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,332,922
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,332,922
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,332,922
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 266898105
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. SRB Greenway Opportunity Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 156,279
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 156,279
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 156,279
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 266898105
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BC Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,489,201
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,489,201
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,489,201
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO

CUSIP No. 266898105
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven R. Becker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,489,201
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,489,201
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,489,201
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 266898105
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew A. Drapkin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,489,201
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,489,201
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,489,201
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on December 9, 2008, by Steven R. Becker with respect to the common stock (the “Common Stock”) of DUSA Pharmaceuticals, Inc., a New Jersey corporation (the “Issuer”).

Item 2.	Identity and Background
	Item 2 is hereby amended and restated as follows: (a) This Statement is filed jointly on behalf of the following persons (collectively, the “Reporting Persons”):  SRB Management, L.P., a Texas limited partnership (“SRB Management”); SRB Greenway Opportunity Fund, (QP), L.P., a Texas limited partnership (“Greenway Opportunity QP”); SRB Greenway Opportunity Fund, L.P., a Texas limited partnership (“Greenway Opportunity, L.P.”); BC Advisors, LLC, a Texas limited liability company (“BCA”); Steven R. Becker (“Mr. Becker”); and Matthew A. Drapkin (“Mr. Drapkin”).  The Reporting Persons are filing this Statement jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference (the “Joint Filing Agreement”). Greenway Opportunity QP and Greenway Opportunity, L.P. are collectively referred to herein as the “Greenway Funds”.  Mr. Becker and Mr. Drapkin are the sole members of BCA, and BCA is the general partner of SRB Management.  Mr. Becker and Mr. Drapkin are also limited partners of SRB Management.  SRB Management is the general partner of, and investment manager for, the Greenway Funds.   (b) The business address of each Reporting Person is 300 Crescent Court, Suite 1111, Dallas, Texas 75201. (c) The present principal occupation of each of Mr. Becker and Mr. Drapkin is serving as the co-managing member of BCA.  The principal business of BCA is serving as the general partner of SRB Management.  The principal business of SRB Management is serving as the general partner of, and investment manager for, the Greenway Funds and other limited partnerships.  The principal business of each of the Greenway Funds is acquiring and holding an interest in the Issuer and other securities.  (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Becker and Mr. Drapkin are citizens of the United States of America. The place of organization of all other Reporting Persons is listed in paragraph (a) of this Item 2.
Item 4.	Purpose of Transaction
	Item 4 is amended and restated as follows: The Reporting Persons originally purchased Common Stock based on the Reporting Persons’ belief that the shares of Common Stock, when purchased, were undervalued and represented an attractive investment opportunity.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and in connection therewith, intend to discuss with the Issuer ways in which such undervaluation can be corrected.  The Reporting Persons may engage the Issuer in discussions regarding the Issuer’s assets, business, capitalization, financial condition or operations. On February 26, 2010, the Greenway Funds delivered to the Vice President of Finance and Chief Financial Officer of the Issuer and to the Secretary of the Issuer a letter dated February 26, 2010 (the “Nomination Letter”) notifying the company of the Greenway Funds’ intention to nominate four (4) persons for election to the Board of Directors of the Issuer (the “Board”) at the 2010 Annual Meeting of stockholders of the Issuer.  In addition, the Nomination Letter contained a stockholder demand for inspection of the stockholder list pursuant to Section 14A:5-28 of the New Jersey Business Corporation Act.  A copy of the Nomination Letter is attached as Exhibit 2 hereto and incorporated herein by reference.  The foregoing description of the Nomination Letter is qualified in its entirety by reference to Exhibit 2. Subject to applicable law and regulations, and depending upon certain factors, including without limitation, general market and investment conditions, the financial performance of the Issuer, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Based on the above discussions with the Issuer and depending upon certain other factors, including without limitation, general market and investment conditions, the financial performance of the Issuer, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, having discussions with other stockholders and nominees to the Board, making proposals to the Issuer concerning changes to the capitalization, ownership structure, operations, or Certificate of Incorporation or Bylaws of the Issuer, or changing their intention with respect to any and all matters referred to in this Item 4. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.
Item 5.	Interest in Securities of the Issuer
	Subparagraphs (a) through (d) of Item 5 are hereby amended and restated as follows: (a), (b) As of the date hereof, the Reporting Persons own an aggregate of 1,156,035 shares of Common Stock and warrants exercisable for 333,166 additional shares of Common Stock.  Based upon a total of 24,108,908 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the period ending September 31, 2009, the Reporting Persons’ shares and warrants represent approximately 6.2% of the outstanding shares of Common Stock. Greenway Opportunity QP owns 1,028,741 shares of Common Stock  and warrants exercisable for an additional 304,181 shares of Common Stock (the “Greenway Opportunity QP Shares”), which together represent approximately 5.5% of the outstanding shares of Common Stock. Greenway Opportunity, L.P. owns 127,294 shares of Common Stock  and warrants exercisable for an additional 28,985 shares of Common Stock (the “Greenway Opportunity, L.P. Shares”), which together represent approximately 0.6% of the outstanding shares of Common Stock. The Greenway Opportunity QP Shares and Greenway Opportunity, L.P. Shares are collectively referred to herein as the “Greenway Funds Shares”. Greenway Opportunity QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Greenway Opportunity QP Shares.  Greenway Opportunity QP disclaims beneficial ownership of the Greenway Opportunity, L.P. Shares. Greenway Opportunity, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Greenway Opportunity, L.P. Shares.  Greenway Opportunity, L.P. disclaims beneficial ownership of the Greenway Opportunity QP Shares. As general partner of the Greenway Funds, SRB Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Greenway Funds Shares.  SRB Management does not own any shares of Common Stock directly and disclaims beneficial ownership of the Greenway Funds Shares. As general partner of SRB Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by SRB Management.  BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by SRB Management. As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA.  Neither Mr. Becker nor Mr. Drapkin own any shares of Common Stock directly, and each disclaims beneficial ownership of any shares of Common Stock beneficially owned by BCA.  Furthermore, Mr. Becker disclaims beneficial ownership of any shares of Common Stock beneficially owned by Mr. Drapkin, and Mr. Drapkin disclaims beneficial ownership of any shares of Common Stock beneficially owned by Mr. Becker. As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5. (c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below:

Name of Reporting Person	Date	Number of Shares Purchased/(Sold)	Average Price per Share
Greenway Opportunity QP	12/31/2009	(6,410)	1.5500
Greenway Opportunity QP	2/8/2010	9,968	1.3500
Greenway Opportunity QP	2/24/2010	18,957	1.3337
Greenway Opportunity QP	2/24/2010	15,664	1.4000
Greenway Opportunity QP	2/25/2010	7,565	1.3591
Greenway Opportunity, L.P.	12/31/2009	(792)	1.5500
Greenway Opportunity, L.P.	2/8/2010	1,232	1.3500
Greenway Opportunity, L.P.	2/24/2010	2,343	1.3337
Greenway Opportunity, L.P.	2/24/2010	1,936	1.4000
Greenway Opportunity, L.P.	2/25/2010	935	1.3591

	(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 6 is hereby amended and restated as follows: On February 26, 2010, the Reporting Persons entered into the Joint Filing Agreement pursuant to which, among other things, the Group agreed to the joint filing on behalf of each of them of statements (including any amendments) on Schedule 13D with respect to the securities of the Issuer. Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
Item 7.	Material to Be Filed as Exhibits
Exhibit 1	Joint Filing Agreement, dated February 26, 2010, by and among SRB Management, L.P.; SRB Greenway Opportunity Fund, (QP), L.P.; SRB Greenway Opportunity Fund, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin.
Exhibit 2	Nomination Letter, dated February 26, 2010, from the Greenway Funds to the Secretary of DUSA Pharmaceuticals, Inc.
Exhibit 3	Power of Attorney dated January 26, 2010 signed by Matthew A. Drapkin
Exhibit 4	Power of Attorney dated January 26, 2010 signed by Steven R. Becker

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated:           February 26, 2010

SRB MANAGEMENT, L.P.
By:		BC Advisors, LLC, its general partner
		By:	/s/ Richard J. Birns
			Name: Richard J. Birns
			Title: Attorney-in-Fact
SRB GREENWAY OPPORTUNITY FUND, (QP), L.P.
By:		SRB Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Richard J. Birns
				Name: Richard J. Birns
				Title: Attorney-in-Fact
SRB GREENWAY OPPORTUNITY FUND, L.P.
By:		SRB Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Richard J. Birns
				Name: Richard J. Birns
				Title: Attorney-in-Fact
BC ADVISORS, LLC
By:		/s/ Richard J. Birns
		Name: Richard J. Birns
		Title: Attorney-in-Fact
STEVEN R. BECKER
	By:	/s/ Richard J. Birns
		Name: Richard J. Birns
		Title: Attorney-in-Fact
MATTHEW A. DRAPKIN
	By:	/s/ Richard J. Birns
		Name: Richard J. Birns
		Title: Attorney-in-Fact

EX-1.HTM

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of DUSA Pharmaceuticals, Inc., and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: February 26, 2010

SRB MANAGEMENT, L.P.
By:		BC Advisors, LLC, its general partner
		By:	/s/ Richard J. Birns
			Name: Richard J. Birns
			Title: Attorney-in-Fact
SRB GREENWAY OPPORTUNITY FUND, (QP), L.P.
By:		SRB Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Richard J. Birns
				Name: Richard J. Birns
				Title: Attorney-in-Fact
SRB GREENWAY OPPORTUNITY FUND, L.P.
By:		SRB Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Richard J. Birns
				Name: Richard J. Birns
				Title: Attorney-in-Fact
BC ADVISORS, LLC
By:		/s/ Richard J. Birns
		Name: Richard J. Birns
		Title: Attorney-in-Fact
STEVEN R. BECKER
	By:	/s/ Richard J. Birns
		Name: Richard J. Birns
		Title: Attorney-in-Fact
MATTHEW A. DRAPKIN
	By:	/s/ Richard J. Birns
		Name: Richard J. Birns
		Title: Attorney-in-Fact

EX-2.HTM

Exhibit 2

SRB Greenway Opportunity Fund, (QP), L.P.

SRB Greenway Opportunity Fund, L.P.

300 Crescent Court

Suite 1111

Dallas, Texas 75201

February 26, 2010

VIA FEDERAL EXPRESS AND EMAIL

Richard C. Christopher

Vice President of Finance and Chief Financial Officer

DUSA Pharmaceuticals, Inc.

25 Upton Drive

Wilmington, MA 01887

Nanette W. Mantell, Esq.

Secretary of DUSA Pharmaceuticals, Inc.

c/o Reed Smith LLP

Princeton Forrestal Village

136 Main Street

Suite 250

Princeton, NJ 08543

To the Chief Financial Officer and the Secretary of DUSA Pharmaceuticals, Inc.:

This letter is being sent by SRB Greenway Opportunity Fund, (QP), L.P. and SRB Greenway Opportunity Fund, L.P. (collectively, the “Shareholders” or “we”).  As of the date hereof, the Shareholders beneficially hold, in the aggregate, 1,156,035 shares of the Common Stock, no par value (the “Common Stock”), of DUSA Pharmaceuticals, Inc., a New Jersey corporation (the “Company”), and warrants exercisable for 333,166 additional shares of Common Stock, representing, in the aggregate, approximately 6.2% of the issued and outstanding shares of Common Stock, based upon 24,108,908 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of November 5, 2009, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.

The Shareholders hereby notify you (this “Notice”) that they intend to nominate four (4) persons for election to the Board of Directors of the Company (the “Board”) at the 2010 Annual Meeting of shareholders of the Company, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

The Shareholders intend to nominate Melvin L. Keating, Michael P. Krensavage and David M. Wurzer for election to the Board at the Annual Meeting.  Furthermore, we believe that Marvin E. Lesser has been a valuable addition to the Board since his election thereto on June 9, 2009.  The Shareholders therefore intend to re-nominate Mr. Lesser for election to the Board at the Annual Meeting to ensure his re-nomination for election to the Board at the Annual Meeting.  Mr. Keating, Mr. Krensavage, Mr. Lesser and Mr. Wurzer are herein referred to individually as a “Nominee”, and collectively as the “Nominees”.

In addition, the Shareholders would be supportive of the candidacy of Alexander W. Casdin, Robert F. Doman, Jay M. Haft, and Magnus Moliteus should such directors be re-nominated at the Annual Meeting for election to the Board.

We believe that the Board would benefit from the presence of Board members with the industry, business and governance experience that Mel, Michael, Marv and David possess amongst them.  Given the Company’s history of multiple dilutive financings, costly failed acquisitions and multiple failed trials, we believe it is necessary for the Company to have a Board that can take a fresh and unbiased look at the business.  On January 3, 2005, the Common Stock traded at a price of $14.26 per share.  On February 25, 2010, the Common Stock traded as low as $1.35 per share, representing a 90% decline in value.  The magnitude of such a decline in shareholder value demonstrates the pressing need to move forward.

Without conceding that any such information is required to be disclosed to properly nominate the Nominees, we hereby set forth information regarding each Nominee, including each Nominee’s relevant professional background, in Exhibit A.  We believe that each Nominee meets the criteria the Nominating and Corporate Governance Committee uses in selecting nominees, as described in the Company’s 2009 proxy statement, including, without limitation, that each Nominee is of the highest ethical character and has the ability to exercise sound, independent business judgment.  Each Nominee has provided the Shareholders his written consent to his nomination, to be named in any proxy statement as a nominee and to serve as a director of the Company if elected.

We believe that the Board has fixed the number of directors at eight (8), all of which have a term ending at the Annual Meeting.  To the extent that the Company might purport to increase the size of the Board beyond eight (8) directors, the Shareholders reserve the right to nominate additional nominees for election to the Board at the Annual Meeting. Any additional nominations made pursuant to the preceding sentence would be without prejudice to the issue of whether such attempt by the Company to increase the size of the Board was valid under the circumstances.

Furthermore, pursuant to section 14A:5-28 of the New Jersey Business Corporation Act, the Shareholders, as holders of at least 5% of the outstanding shares of any class or series of the Company, hereby demand the right (in person or by agent or attorney), during usual business hours, to examine the following books and records of the Company and to make copies or extracts therefrom (the “Demand”):

1.   A complete record or list of the Company’s shareholders certified by its transfer agent, which record or list sets forth the name and address of each shareholder of the Company and the number of shares of Common Stock registered in the name of each shareholder of the Company as of the most recent practicable date;

2.   A complete list on magnetic computer tape, cartridge file, floppy disk, compact disc, USB flash drive, electronically transmitted file, or similar electronic medium (any such electronic storage medium, an “Electronic Medium”) of the holders of the Common Stock as of the most recent practicable date, showing the name, address and number of shares registered in the name of each such holder; such computer processing data as is necessary to make use of such list; and a hard copy printout of the full contents of such list for verification purposes;

3.   All information in, or which comes into, the Company’s or its transfer agent(s)’ or registrar(s)’ possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, concerning the names, addresses and number of shares held by the participating brokers and banks named in the individual nominee names of Cede & Co. or other similar depositories or nominees, including respondent bank lists obtained pursuant to the requirements of Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

4.   All information in or that comes into the Company’s possession, or that can reasonably be obtained from nominees of any central certificate depository system, concerning the number and identity of the actual beneficial owners of Common Stock, including a list of all owners who hold Common Stock in the name of Cede & Co. or other similar nominees;

5.   A list or lists containing the name, address, and number of shares of Common Stock attributable to each participant in any employee stock ownership, incentive, profit sharing, savings, retirement, stock option, stock purchase, restricted stock or other comparable plan of the Company in which the voting of shares held by such plan is made, directly or indirectly, individually or collectively, by participants in such plan, including the method by which the Shareholders or their agents may communicate with each such participant, as well as the name, firm and phone number of the trustee or administrator of such plan and a detailed explanation of the treatment not only of shares for which such trustee or administrator receives instructions from participants, but also shares for which either they do not receive instructions or shares which are outstanding in the plan but are unallocated to any participant;

6.   As promptly as practicable, any and all omnibus proxies and correspondent participant listings with respect to all nominees and respondent banks which are currently in effect;

7.   All lists and other data, including data in any Electronic Medium, in or which come into the possession or control of the Company, or which can reasonably be obtained pursuant to Rules 14b-1 and 14b-2 promulgated under the Exchange Act, which set forth the name and address of, and the number of shares owned by, each beneficial owner of Common Stock who has not objected to having his or her name disclosed (the “non-objecting beneficial owners” or “NOBO” list);

8.   A “stop transfer” list or stop list relating to the shares of Common Stock;

9.   Any and all information that shareholders would be entitled to receive under Rule 12a-7 of the Exchange Act; and

10.   All additions, changes and corrections to any of the information requested pursuant to items 1 through 9 from the date hereof until the undersigned requests termination of the transmission of such materials.

The Demand is made in good faith and for the purpose of permitting the Shareholders to communicate with other shareholders of the Company on matters relating to their interests as shareholders, including, without limitation, to the composition of the Board and solicitation of proxies for the Annual Meeting.

The Shareholders agree to bear the reasonable costs incurred by the Company in connection with the production of the requested materials. The undersigned hereby designates Boies, Schiller & Flexner LLP and its partners, employees and other persons designated in writing by the Shareholders acting together, singly or in any combination, to conduct the requested examination and copying of materials.

Please advise Richard J. Birns of Boies, Schiller & Flexner LLP (Tel: 212-446-2300) as to the time and place that the requested information will be made available in accordance with this Demand. Your prompt response to the Demand is appreciated.

We trust that the Board will recognize the interests of all shareholders in the timely scheduling of the Annual Meeting and hold the Annual Meeting as promptly as possible and will not impose on the Company and its shareholders the expense and other consequences of an attempt to delay the Annual Meeting or the need for action by a court to compel an annual meeting in accordance with the laws of the State of New Jersey.

[Signature page follows.]

SRB GREENWAY OPPORTUNITY FUND, (QP), L.P.
By:	SRB Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:		/s/Steven R. Becker
				Name: Steven R. Becker
				Title: Co-managing Member
SRB GREENWAY OPPORTUNITY FUND, L.P.
By:	SRB Management, L.P., its general partner
	By:		BC Advisors, LLC, its general partner
		By:		/s/Steven R. Becker
				Name: Steven R. Becker
				Title: Co-managing Member

Exhibit A

Melvin L. Keating, 63, has served as the President and Chief Executive Officer of Alliance Semiconductor Corp., a worldwide manufacturer and seller of semiconductors, from December 2005 to September 2008, and a Special Consultant to Alliance from October 2005 to December 2005. From April 2004 to September 2005, he served as Executive Vice President, Chief Financial Officer and Treasurer of Quovadx Inc., a healthcare software company.  He was employed as a strategy consultant for Warburg Pincus Equity Partners, from 1997 to 2004, providing acquisition and investment target analysis and transactional advice while also serving on the board of directors and chairing the audit committee of Price Legacy, a public REIT principally owned by Warburg. He recently served on the board of Aspect Medical Systems, Inc., a leader in medical monitoring device technology, where he was a member of its compensation committee and special committee for acquisitions/divestitures which oversaw the successful sale of Aspect Medical Systems, Inc. to Covidien Public Limited Company.  He is currently a director of White Electronics Design Corporation, serving on its audit committee.  He previously served as a director of LCC International Inc. (audit committee, compensation committee and Chair of finance committee), Integrated Silicon Solutions Inc. (Chair of audit committee), Tower Semiconductor Ltd. (audit committee), Plymouth Rubber Company (compensation committee and Chair of audit committee), and Kitty Hawk, Inc. (Chair of audit committee).  Mr. Keating holds a Bachelor of Arts degree in History of Art from Rutgers University, and a Master of Science degree in Accounting and Master of Business Administration degree in Finance from the Wharton School at the University of Pennsylvania.

Michael P. Krensavage, 42, has served, since July 2008, as investment manager of Krensavage Partners LP, a fund specializing in pharmaceutical investments. From September, 2000, to April, 2008, he served as Senior Vice President at Raymond James & Associates, specializing in pharmaceutical investments.  From 1997 to 2000, he served as a senior pharmaceutical analyst at Brown Brothers Harriman.  He began his investment career at Oppenheimer & Co. in 1995 after working as an editor and pharmaceutical reporter at Bloomberg News. Mr. Krensavage holds a Bachelors of Arts in Journalism and a Master of Business Administration degree from the University of Georgia.

Marvin E. Lesser, 68, has served on the Board of Directors of the Company since June 2009, where he is a member of the Audit Committee and the Compensation Committee.  He has been the Managing Partner of Sigma Partners, L.P., a private investment partnership, since 1993.  Also, since 2000 he has been President of Alpina Management, L.L.C., the investment adviser to St. Moritz 2000 Fund, Ltd., a private investment fund.  He is a director of USG Corporation, where he serves on the audit committee, the compensation and organization committee, and previously on the governance committee and finance committee, Golfsmith International Holdings, Inc., where he serves as the Chair of the audit committee and St. Moritz 2000 Fund, Ltd.  He previously served as a director of Pioneer Companies, Inc., where he was Chair of the audit committee, chair of the CEO search committee, and a member of the compensation and governance committee.  Mr. Lesser holds a Bachelor of Science in Economics degree from the Wharton School at the University of Pennsylvania, a Bachelor of Laws degree from the University of Pennsylvania and Master of Laws degree from New York University.

David M. Wurzer, 51, has served since November 2009 as the Managing Director of Connecticut Innovations, a venture capital firm of the State of Connecticut.  He served from March 1998 until December 2007 as the Executive Vice President, Treasurer and Chief Financial Officer of CuraGen Corporation, a biopharmaceutical development company, and from February 1994 until September 1997 as the Senior Vice President, Treasurer and Chief Financial Officer of Value Health, Inc.  He currently serves as a director of Strategic Diagnostics, Inc., where he will join the audit committee and compensation committee later this year.  He has a Bachelor of Business Administration degree in Accounting from the University of Notre Dame.

EX-3.HTM

Exhibit 3

Power of Attorney

January 26, 2010

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

This letter confirms that Richard J. Birns is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings.  This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.

Very truly yours,

/s/ Matthew A. Drapkin                                                      

Matthew A. Drapkin

EX-4.HTM

Exhibit 4

Power of Attorney

January 26, 2010

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

This letter confirms that Richard J. Birns is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings.  This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.

Very truly yours,

/s/ Steven R. Becker                                                                

Steven R. Becker