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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

INTRAOP MEDICAL CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

46118N200

(CUSIP Number)

December 31, 2009

(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).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications.

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5000


CUSIP No.		46118N200


1	NAMES OF REPORTING PERSONS Precept Capital Management, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			330,964

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			330,964

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	330,964

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)

	4.2%¹

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN/HC

1 Based upon 7,855,894 shares of common stock outstanding as of December 1, 2009, as reported in the issuer’s Form 10-K filed with the Securities and Exchange Commission on December 10, 2009.


CUSIP No.		46118N200


1	NAMES OF REPORTING PERSONS Precept Management LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			330,964

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			330,964

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	330,964

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)

	4.2%²

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO/HC/IA

2 Based upon 7,855,894 shares of common stock outstanding as of December 1, 2009, as reported in the issuer’s Form 10-K filed with the Securities and Exchange Commission on December 10, 2009.


CUSIP No.		46118N200


1	NAMES OF REPORTING PERSONS D. Blair Baker


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			330,964

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			330,964

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	330,964

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)

	4.2%³

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN/HC

3 Based upon 7,855,894 shares of common stock outstanding as of December 1, 2009, as reported in the issuer’s Form 10-K filed with the Securities and Exchange Commission on December 10, 2009.


Item 1.

	(a)		Name of Issuer

			INTRAOP MEDICAL CORPORATION

	(b)		Address of Issuer’s Principal Executive Offices

			570 Del Rey Avenue, Sunnyvale, California 94085


Item 2.

(a)

Name of Person Filing

This statement is jointly filed by and on behalf of Precept Capital Management, L.P., Precept Management LLC, and D. Blair Baker. Precept Capital serves as an investment adviser and/or manager to other persons and may be deemed to beneficially own securities owned by such other persons. Precept Management is the general partner of Precept Capital and may be deemed to beneficially own securities owned by Precept Capital. Mr. Baker is the managing member of Precept Management and may be deemed to beneficially own securities owned by Precept Management.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each reporting person is 200 Crescent Court, Suite 1450, Dallas, Texas 75201.

	(c)		Citizenship

			See Item 4 on the cover page(s) hereto.

	(d)		Title of Class of Securities

			Common Stock

	(e)		CUSIP Number

			46118N200


Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

(a)	o	A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	o	A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	o	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	o	An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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 of 1940 (15 U.S.C. 80a-3);

(j)	o	A group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.		Ownership.

	(a)		Amount beneficially owned: See Item 9 on the cover page(s) hereto.

	(b)		Percent of class: See Item 11 on the cover page(s) hereto.

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

	(ii)		Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

	(iii)		Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

	(iv)		Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.


Item 5.		Ownership of 5% 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 þ.


Item 6.		Ownership of More than 5 Percent on Behalf of Another Person

Other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement.


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


Item 9.		Notice of Dissolution of Group


Item 10.		Certifications

(a) Not Applicable

(b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are 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.

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.


Precept Capital Management, L.P.
By:	Precept Management LLC
	Title: General Partner


By:	/s/ D. Blair Baker
	Name:	D. Blair Baker
	Title:	Managing Member
Date: February 9, 2010


Precept Management LLC
By:	/s/ D. Blair Baker
	Name:	D. Blair Baker
	Title:	Managing Member Date:
Date: February 9, 2010

D. Blair Baker
By:	/s/ D. Blair Baker
	Name:	D. Blair Baker
Date: February 9, 2010

EXHIBIT INDEX


Exhibit No.		Description of Exhibit
29.9		Joint Filing Agreement and Power of Attorney dated November 5, 2007 among Precept Capital Management, L.P., Precept Management LLC, and D. Blair Baker (incorporated herein by reference from Exhibit 24.1 to the Schedule 13D filed November 5, 2007 by the reporting persons with the Commission relating to the common stock of the issuer)