SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)*

CPEX Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

12620N104

(CUSIP Number)

Arcadia Capital Advisors, LLC

175 Great Neck Road, Suite 406

Great Neck, NY 11021

Attention: Richard Rofé

Tel: 516.466.5258

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 28, 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 Rule 13d-1(e), 13d-1(f) or 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 13d-7(b) 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 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.)

Page 1 of 9 pages

CUSIP No.: 12620N104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Arcadia Opportunity Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER - 0
		8	SHARED VOTING POWER - 99,367*
		9	SOLE DISPOSITIVE POWER - 0
		10	SHARED DISPOSITIVE POWER - 99,367*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,367*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.9%*
14	TYPE OF REPORTING PERSON
	CO

* Represents the shares held directly by the Fund as of January 14, 2010. Together with the shares held directly by Mr. Frank as of such date, the group beneficially owns 309,525 shares, representing 12.2% of all of the outstanding shares.

Page 2 of 9 pages

CUSIP No.: 12620N104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Arcadia Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER - 0
		8	SHARED VOTING POWER - 99,367*
		9	SOLE DISPOSITIVE POWER - 0
		10	SHARED DISPOSITIVE POWER - 99,367*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,367*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.9%*
14	TYPE OF REPORTING PERSON
	OO

* Represents the shares held directly by the Fund as of January 14, 2010. Together with the shares held directly by Mr. Frank as of such date, the group beneficially owns 309,525 shares, representing 12.2% of all of the outstanding shares.

Page 3 of 9 pages

CUSIP No.: 12620N104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	M.D. Sass FinStrat Arcadia Capital Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER - 0
		8	SHARED VOTING POWER - 99,367*
		9	SOLE DISPOSITIVE POWER - 0
		10	SHARED DISPOSITIVE POWER - 99,367*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,367*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.9%*
14	TYPE OF REPORTING PERSON
	OO

* Represents the shares held directly by the Fund as of January 14, 2010. Together with the shares held directly by Mr. Frank as of such date, the group beneficially owns 309,525 shares, representing 12.2% of all of the outstanding shares.

Page 4 of 9 pages

CUSIP No.: 12620N104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Richard Rofé
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 99,367*
		9	SOLE DISPOSITIVE POWER - 0
		10	SHARED DISPOSITIVE POWER - 99,367*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,367*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.9%*
14	TYPE OF REPORTING PERSON
	IN

* Represents the shares held directly by the Fund as of January 14, 2010. Together with the shares held directly by Mr. Frank as of such date, the group beneficially owns 309,525 shares, representing 12.2% of all of the outstanding shares.

Page 5 of 9 pages

CUSIP No.: 12620N104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	James Frank
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 210,158*
		8	SHARED VOTING POWER - 0
		9	SOLE DISPOSITIVE POWER - 210,158*
		10	SHARED DISPOSITIVE POWER - 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	210,158*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.3%*
14	TYPE OF REPORTING PERSON
	IN

* Represents the shares held directly by Mr. Frank as of January 14, 2010. Together with the shares held directly by the Fund as of such date, the group beneficially owns 309,525 shares, representing 12.2% of all of the outstanding shares.

Page 6 of 9 pages

EXPLANATORY NOTE

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed with respect to the beneficial ownership of common stock, par value $0.01 per share (the “Common Stock”), of CPEX Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”, the “Company” or “CPEX”). This Amendment No. 2 supplements Items 4 and 7 of the Schedule 13D previously filed on January 7, 2010, as amended.

ITEM 4. Purpose of Transaction.

          On January 28, 2010, Mr. Rofé and the Fund (together with their affiliates, “Arcadia”) delivered to CPEX a letter (the “January 28, 2010 Letter”) which, among other things, expresses Arcadia’s disappointment with CPEX’s refusal to meet with Mr. Rofé to discuss his indicated offer to purchase the company for $14.00 per share in cash. The complete text of the body of the January 28, 2010 Letter is attached hereto as Exhibit 4. Annexes A through F of the January 28, 2010 Letter contain prior correspondence between Arcadia and CPEX, and are attached hereto as Exhibits 5 through 10, respectively.

ITEM 7. Material to be Filed as Exhibits.

Exhibit No.	Document
4.	Letter from Arcadia to CPEX dated January 28, 2010 (the “January 28, 2010 Letter”)
5.	Letter from Arcadia to CPEX dated August 14, 2009 (Annex A to the January 28, 2010 Letter)
6.	Letter from CPEX to Arcadia dated August 20, 2009 (Annex B to the January 28, 2010 Letter)
7.	Electronic Mail Message from Arcadia to Mr. Spiegel dated September 17, 2009, and response thereto from Mr. Spiegel to Arcadia dated September 20, 2009 (collectively, Annex C to the January 28, 2010 Letter)
8.	Letter from Arcadia to CPEX dated November 23, 2009 (Annex D to the January 28, 2010 Letter)
9.	Letter from CPEX to Arcadia dated December 1, 2009 (Annex E to the January 28, 2010 Letter)
10.	Letter from CPEX to Arcadia dated January 27, 2010 (Annex F to the January 28, 2010 Letter)

Page 7 of 9 pages

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: January 29, 2010
		RICHARD ROFÉ
		ARCADIA CAPITAL ADVISORS, LLC
		ARCADIA OPPORTUNITY MASTER FUND, LTD.
	By:	/s/ Richard Rofé
		Richard Rofé, for himself and as Managing Director of the Investment Manager (for itself and on behalf of the Fund)
		M.D. SASS FINSTRAT ARCADIA CAPITAL HOLDINGS, LLC
	By:	/s/ Phil Sivin
		Phil Sivin, Authorized Signatory
		/s/ James Frank
		James Frank

Page 8 of 9 pages

EXHIBIT INDEX

Exhibit No.	Document
4.	Letter from Arcadia to CPEX dated January 28, 2010 (the “January 28, 2010 Letter”)
5.	Letter from Arcadia to CPEX dated August 14, 2009 (Annex A to the January 28, 2010 Letter)
6.	Letter from CPEX to Arcadia dated August 20, 2009 (Annex B to the January 28, 2010 Letter)
7.	Electronic Mail Message from Arcadia to Mr. Spiegel dated September 17, 2009, and response thereto from Mr. Spiegel to Arcadia dated September 20, 2009 (collectively, Annex C to the January 28, 2010 Letter)
8.	Letter from Arcadia to CPEX dated November 23, 2009 (Annex D to the January 28, 2010 Letter)
9.	Letter from CPEX to Arcadia dated December 1, 2009 (Annex E to the January 28, 2010 Letter)
10.	Letter from CPEX to Arcadia dated January 27, 2010 (Annex F to the January 28, 2010 Letter)

Page 9 of 9 pages

EX-99.4

EXHIBIT 4

Mr. Richard Rofé
Arcadia Opportunity Master Fund, Ltd.
c/o Arcadia Capital Advisors, LLC
175 Great Neck Road, Suite 406
Great Neck, NY 11021

January 28, 2010

BY FEDEX, FACSIMILE AND EMAIL

Mr. John A. Sedor
President and Chief Executive Officer
CPEX Pharmaceuticals, Inc.
2 Holland Way
Exeter, New Hampshire 03833

Dear Mr. Sedor:

As previously communicated, Arcadia has voiced continuing concerns that CPEX Pharmaceuticals (CPEX) has not been managed in the pursuit of maximizing value for the benefit of its stockholders. Over the past several months, Arcadia and I have repeatedly approached several members of your management team and board of directors in order to discuss a collaborative strategy to not only stop the ongoing erosion of value occurring under current leadership but also to outline definitive methods to maximize shareholder value. Each time our suggestions and efforts to work together have been rejected.

After several emails back and forth in June 2009, Company management and one board member, Mr. John Spiegel, met with us in Exeter on June 16, 2009. The purpose of the meeting was for us to get a better understanding of the Company’s strategy and for us to provide some critical commentary on the Company’s operating and financial results. We exchanged several ideas and based on the strategy we heard and understood, indicated our concern with the continued pursuit of Nasulin development in light of the marketing challenges, regulatory approval obstacles and weak results from the Company’s initial studies and trials. We believed management and the one director appreciated our concerns, but seemed to do little about it.

After reviewing the Company’s results for the quarter ended June 30, 2009, and reported on August 5, 2009, we became increasingly concerned with the lack of progress of the Nasulin product and the continued lack luster performance of the Company. Because we felt the Company’s management failed to respond to our concerns expressed in June, on August 14, 2009, we sent Mr. Sedor a letter with recommended actions, a copy of which is attached hereto as Annex A. The letter recommended the Board take specific actions to stop the continued development of Nasulin, to secure the Testim royalty income and to align management compensation with revised corporate objectives and performance. On August 20, 2009, we received a terse letter from Mr. Sedor, attached hereto as Annex B, indicating that the Board would consider our letter and get back with us. We waited, patiently, but did not receive any feedback. On September 17, 2009, Arcadia contacted Mr. Spiegel again to inquire whether we should expect any feedback as Mr. Sedor had promised. The only feedback we received was an email from Mr. Spiegel indicating the Board would not respond. A copy of this correspondence is attached hereto as Annex C.

Through the fourth calendar quarter of 2009, we considered our options and evaluated the market. Since Mr. Spiegel had acted as the Board spokesperson with us in the past, we phoned Mr. Spiegel on November 20, 2009 to request a meeting with him and Mr. McGovern, a board member and single largest shareholder, to discuss matters which may create certain conflicts between our interests as a stockholder and the Company’s management. Mr. Spiegel stated that Mr. Sedor was the officially designated spokesperson for the Company and the Board and that we should direct our request to him. As such, we specifically requested a meeting with the Independent Directors of the Company in a letter sent to Mr. Sedor dated November 23, 2009, a copy of which is attached hereto as Annex D. Mr. Sedor’s response in a letter dated December 1, 2009 rebuffed all our attempts to engage the Board and focused only on our earlier, unanswered concerns. A copy of such letter is attached hereto as Annex E.

Near year end, 2009, Arcadia and Mr. Frank, an interested party, acquired a meaningful amount of stock and became a 13D filer. In that filing I indicated, as a beneficial shareholder displeased with the current direction and lack of responsive leadership at the company, that I would like to acquire CPEX Pharmaceuticals. I am prepared to acquire CPEX for $14.00 per common share in cash, a transaction price that would provide stockholders with a substantial premium as previously referenced in our Schedule 13D filing on January 7, 2010.

Since filing our Schedule 13D on January 7, 2010, my advisors and I have made several attempts to contact and request a meeting with Mr. Sedor to fully explain the detailed terms behind my indicated offer of $14.00/share, including having one of my advisors, Mr. Bienvenu, fly to San Francisco on January 15, 2010, where Mr. Sedor was at the time. Mr. Sedor spent 25 minutes with Mr. Bienvenu and promised to set a date to meet with me to discuss my offer in detail; however, no such follow up action from Mr. Sedor occurred. Through the next two weeks, several attempts were made to sit down with Mr. Sedor, which he referred to as “badgering and threatening” in a recent letter sent to me on January 27, 2010, a copy of which is attached hereto as Annex F.

I fail to see how simply requesting a meeting to explain the details of my proposed offer to buy the entire company constitutes “badgering and threatening.” Further, your refusal to entertain a meeting calls into question whether such refusal constitutes a breach of fiduciary duty. A meeting would simply allow the Company’s management team to make an informed and deliberate decision – exactly what Mr. Sedor himself said he needed time to do in that same letter dated January 27, 2010. It is incredulous to me how Mr. Sedor can make an “informed and deliberate” decision in the absence of details of my proposal. The January 27^th letter from Mr. Sedor references the Board’s fiduciary duties, but in the absence of a detailed review of my proposal he and the Board nonetheless feel it is appropriate to retain bankers and advisors to determine what, if anything, to do. It is amazing to me that Mr. Sedor sees fit to act in the absence of more complete knowledge, all of which is immediately available to him. This rush to hire outside advisors, undoubtedly at significant expense to shareholders, prior to holding even a single, substantive meeting with me to discuss details of my proposed offer, seems haphazard and evidences a lack of management leadership that too often has characterized how the Company has been run under Mr. Sedor’s tenure. We do not believe the stockholders of the Company are benefited by Mr. Sedor’s continued practice of ignoring readily available knowledge as well as his largest independent stockholder.

It is my desire to proceed with my offer on an amicable basis and allow my fellow stockholders the opportunity to vote on my proposal. At a minimum, we respectfully request that the Board waive the applicability of the Company’s poison pill in order for the stockholders to directly consider my proposal. With your cooperation, CPEX shareholders will have the opportunity to expeditiously consider the proposal and offer. We are prepared, however, and reserve our right to take our case directly to the Company’s stockholders through other means, which might include, without limitation, soliciting proxies in connection with the Company’s 2010 annual meeting to seek representation on or take control of the Board with individuals committed to permitting the stockholders of the Company to more directly consider my proposal.

2

In order to more fully inform management and the Board of my proposal and the value available to the Company and its stockholders, my advisors and I are prepared to meet promptly with CPEX’s directors, management and advisors anywhere in the contiguous United States given twenty four hours advance notice. Given the importance of time and the stockholders’ best interests, we look forward to hearing a response to our proposal to meet no later than 5:00 PM ET on Tuesday, February 2, 2010.

Sincerely,

/s/ Richard S. Rofé

Richard S. Rofé

Managing Director

Arcadia Capital Advisors, LLC

Attachments: Annexes A-F as referenced

3

EX-99.5

EXHIBIT 5

EX-99.7

EXHIBIT 7

EX-99.8

EXHIBIT 8