SC 13G/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(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(b)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Dor Biopharma, Inc.

(Name of Issuer)

Common Shares, par value $0.001

(Title of Class of Securities)

258094101

(CUSIP Number)

May 16, 2007

(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)

     þ Rule 13d-1(c)

     o 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 in 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. 258094101  13G/A Page 2  of  10 

1	NAMES OF REPORTING PERSONS: Southpoint Capital Advisors LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	20-0975910
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			2,707,088**
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,707,088**
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,707,088**
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	2.92%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No. 258094101  13G/A Page 3  of  10 

1	NAMES OF REPORTING PERSONS: Southpoint GP, LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	20-1095514
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			2,707,088**
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,707,088**
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,707,088**
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	2.92%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No. 258094101  13G/A Page 4  of  10 

1	NAMES OF REPORTING PERSONS: Southpoint Capital Advisors LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	20-0975900
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			2,707,088**
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,707,088**
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,707,088**
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	2.92%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No. 258094101  13G/A Page 5  of  10 

1	NAMES OF REPORTING PERSONS: Southpoint GP, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	20-1064783
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			2,707,088**
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,707,088**
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,707,088**
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	2.92%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No. 258094101  13G/A Page 6  of  10 

1	NAMES OF REPORTING PERSONS: Robert W. Butts
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			2,707,088**
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,707,088**
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,707,088**
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	2.92%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No. 258094101  13G/A Page 7  of  10 

1	NAMES OF REPORTING PERSONS: John S. Clark II
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			2,707,088**
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,707,088**
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,707,088**
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	2.92%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

SCHEDULE 13G

     This Amendment No. 1 to Schedule 13G (the “Amendment”) is an amendment to the initial statement on Schedule 13G relating to shares of common stock, par value $0.001 per share (the “Common Stock”) of Dor Biopharma, Inc., a Delaware corporation (the “Issuer”), filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2007 (the “Schedule 13G”).

     This Amendment is being filed on behalf of Southpoint Capital Advisors LLC, a Delaware limited liability company (“Southpoint CA LLC”), Southpoint GP, LLC, a Delaware limited liability company (“Southpoint GP LLC”), Southpoint Capital Advisors LP, a Delaware limited partnership (“Southpoint Advisors”), Southpoint GP, LP, a Delaware limited partnership (“Southpoint GP”), Robert W. Butts and John S. Clark II. Southpoint CA LLC is the general partner of Southpoint Advisors. Southpoint GP LLC is the general partner of Southpoint GP. Southpoint GP is the general partner of Southpoint Fund LP, a Delaware limited partnership (the “Fund”), Southpoint Qualified Fund LP, a Delaware limited partnership (the “Qualified Fund”), and Southpoint Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”). Southpoint Offshore Fund, Ltd., a Cayman Island exempted company (the “Offshore Fund”), is also a general partner of the Master Fund. This Amendment relates to shares of Common Stock of the Issuer purchased by the Fund, the Qualified Fund and the Master Fund.

Item 4 Ownership.

Item 4 is hereby amended and restated as follows:

(a)	Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 2,707,088 shares of Common Stock.
(b)	As of May 29, 2007, Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 2.92% of the outstanding shares of Common Stock. This percentage was determined by dividing 2,707,088 by 92,689,276, the total number of Common Shares, par value $0.001, issued and outstanding, as reported in the Issuer’s Form 10-QSB filed with the Securities and Exchange Commission on May 15, 2007.
(c)	Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II have the sole power to vote and dispose of the 2,707,088 shares of Common Stock beneficially owned.

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 equity securities, check the following þ.

8 of 10

Item 10 Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.

Exhibits Exhibit 1

Joint Filing Agreement dated May 29, 2007, between Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II.

9 of 10

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.

     Date: May 29, 2007

SOUTHPOINT CAPITAL ADVISORS, LP
By:	Southpoint Capital Advisors LLC
	its general partner
	By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager
SOUTHPOINT GP, LP
By:	Southpoint GP, LLC
	its general partner
	By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager
SOUTHPOINT CAPITAL ADVISORS, LLC
By:	/s/ Robert W. Butts
Name:	Robert W. Butts
Title:	Manager
SOUTHPOINT GP, LLC
By:	/s/ Robert W. Butts
Name:	Robert W. Butts
Title:	Manager
/s/ Robert W. Butts
Robert W. Butts
/s/ John S. Clark II
John S. Clark II

10 of 10

EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Dor Biopharma, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 29, 2007.

SOUTHPOINT CAPITAL ADVISORS, LP
By:	Southpoint Capital Advisors LLC
	its general partner
	By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager
SOUTHPOINT GP, LP
By:	Southpoint GP, LLC
	its general partner
	By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager
SOUTHPOINT CAPITAL ADVISORS, LLC
By:	/s/ Robert W. Butts
Name:	Robert W. Butts
Title:	Manager
SOUTHPOINT GP, LLC
By:	/s/ Robert W. Butts
Name:	Robert W. Butts
Title:	Manager
/s/ Robert W. Butts
Robert W. Butts
/s/ John S. Clark II
John S. Clark II