SC 13G/A

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 RULE 13d-2

(Amendment No. 2)*

OBAGI MEDICAL PRODUCTS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

67423R 10 8

(CUSIP Number)

December 31, 2010

(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)

o Rule 13d-1(c)

x 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 the 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).

CUSIP No. 67423R 10 8
	1	Name of Reporting Persons ZEIN AND SAMAR OBAGI FAMILY TRUST
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization CALIFORNIA
Number of Shares Benefically Owned by Each Reporting Person With			5		Sole Voting Power -0-
			6		Shared Voting Power -0-
			7		Sole Dispositive Power -0-
			8		Shared Dispositive Power -0-
	9	Aggregate Amount Beneficially Owned by Each Reporting Person -0-
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row (9) -0-
	12	Type of Reporting Person OO

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Item 1.
	(a)	Name of Issuer: Obagi Medical Products, Inc.
	(b)	Address of Issuer’s Principal Executive Offices: 3760 Kilroy Airport Way, Suite 500 Long Beach, California 90806
Item 2.
	(a)	Name of Person Filing: Zein and Samar Obagi Family Trust
	(b)	Address of Principal Business Office or, if none, Residence: 270 N. Canon drive, Beverly Hills, CA 90210
	(c)	Citizenship: California
	(d)	Title of Class of Securities: Common Stock, par value $0.001 per share
	(e)	CUSIP Number: 67423R 10 8
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Exchange Act.
	(b)	o	Bank as defined in section 3(a)(6) of the Exchange Act.
	(c)	o	Insurance company as defined in section 3(a)(19) of the Exchange Act.
	(d)	o	Investment company registered under section 8 of the Investment Company Act.
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
	(j)	o	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

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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:    -0-
	(b)	Percent of class:    -0-
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote:    -0-
		(ii)	Shared power to vote or to direct the vote:     -0-
		(iii)	Sole power to dispose or to direct the disposition of:    -0-
		(iv)	Shared power to dispose or to 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 the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8.	Identification and Classification of Members of the Group.
Not applicable.
Item 9.	Notice of Dissolution of Group.
Not applicable.

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Item 10.	Certification.
Not applicable.
Exhibit 1 - Power of Attorney for Zein & Samar Obagi Family Trust

SIGNATURE

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

Dated:    February 10, 2011

ZEIN AND SAMAR OBAGI FAMILY TRUST
By:	/s/ Zein Obagi
Name:	Zein Obagi
Title:	Trustee
By:	/s/ Samar Obagi
Name:	Samar Obagi
Title:	Trustee

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EX-1

Exhibit 1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints William Wolff and P. Yvonne Ying, each of O’Melveny & Myers LLP, or either of them, the undersigned’s true and lawful attorneys-in-fact to:

(1)prepare, on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a duly signed and notarized Update Passphrase Acknowledgment, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of more than 5% of the common stock of Obagi Medical Products, Inc. (the “Company”), Schedule 13G and all amendments thereunder in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition or disposition of securities of the Company;

(3)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13G and all amendments thereunder and timely file such form with the SEC and any stock exchange or similar authority; and

(4)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securi ties Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any such Schedule 13G and all amendments thereunder, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of January 2011.

/s/ Samar Obagi,

Trustee of the Zein & Samar Obagi Family Trust