SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

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

CRYSTAL RIVER CAPITAL, INC.

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

229393301

(CUSIP Number)

Laurel Canyon Partners, LLC
c/o G&L Realty
439 Bedford Drive
Beverly Hills, CA 90210
Attn: Daniel M. Gottlieb
(310) 273-9930

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

June 18, 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

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).

TABLE OF CONTENTS

EXPLANATORY NOTE
	1. Item 4. Purpose of Transaction.
	Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
	Item 7. Materials to be Filed as Exhibits.
Signatures
EXHIBIT INDEX
EX-99.4

CUSIP No. 229393301  13D Page  2  of   8   Pages

1	NAME OF REPORTING PERSON Laurel Canyon Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	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
	Nevada
		7	SOLE VOTING POWER
NUMBER OF			1,580,383
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,580,383
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,580,383
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	6.34%
14	TYPE OF REPORTING PERSON
	00 (Limited Liability Company)

CUSIP No. 229393301  13D Page  3  of   8   Pages

1	NAME OF REPORTING PERSON Daniel M. Gottlieb
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
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
		7	SOLE VOTING POWER
NUMBER OF			1,580,383
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,580,383
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,580,383
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	6.34%
14	TYPE OF REPORTING PERSON
	IN

CUSIP No. 229393301  13D Page  4  of   8   Pages

1	NAME OF REPORTING PERSON Bedford Drive Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	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 NEVADA
	Nevada
		7	SOLE VOTING POWER
NUMBER OF			1,569,387
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,569,387
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,569,387
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	6.30%
14	TYPE OF REPORTING PERSON
	00 (LIMITED LIABILITY COMPANY)

CUSIP No. 229393301  13D Page  5  of   8   Pages

1	NAME OF REPORTING PERSON Steven D. Lebowitz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA
	United States
		7	SOLE VOTING POWER
NUMBER OF			1,569,387
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,569,387
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,569,387
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	6.30%
14	TYPE OF REPORTING PERSON
	IN

CUSIP No. 229393301  13D Page  6  of   8   Pages

EXPLANATORY NOTE

     This Amendment No. 2 (this “Amendment”) to Schedule 13D, as previously amended (as so amended, the “Schedule 13D”), is being filed with the Securities and Exchange Commission with respect to the shares of common stock, par value $0.001 per share (“Common Stock”), of Crystal River Capital, Inc., a Maryland corporation (the “Issuer”). Capitalized terms contained herein but not otherwise defined have the meanings ascribed to such terms in the Schedule 13D.

     The Schedule 13D was filed by Bedford Drive Capital Partners, LLC, a Nevada limited liability company, and Steven D. Lebowitz, its sole member, and Laurel Canyon Partners, LLC, a Nevada limited liability company (“Laurel Canyon”), and Daniel M. Gottlieb, its sole member. References herein to “we,” “our,” and “us” mean the Reporting Persons.

     This Amendment is being filed to amend Items 4, 6 and 7 of the Schedule 13D as set forth below:

1. Item 4. Purpose of Transaction.

     Item 4 of the Schedule 13A is hereby amended to add the following:

     On June 18, 2010, Laurel Canyon wrote to the financial advisor to the Special Committee of the Board of Directors of the Issuer to advise the Special Committee that Laurel Canyon will not be proceeding with, and withdraws, its previous proposal to acquire the Issuer. A copy of Laurel Canyon’s letter is filed as Exhibit 99.4 to this Amendment and hereby incorporated herein by reference.

     In connection with the activities described above, the Reporting Persons may communicate with, and express their views regarding the Issuer and related matters, to other persons, including, without limitation, other shareholders of the Issuer, subject, in each case, to the provisions of the waiver letter described in the Schedule 13D and to the Reporting Persons’ confidentiality obligations to the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

     Item 6 of the Schedule 13D is amended to add the following:

     The description contained in Item 4, above, of Laurel Canyon’s letter is hereby incorporated by reference.

Item 7. Materials to be Filed as Exhibits.

     Item 7 of the Schedule 13D is amended to add the following:

     The following documents are included as exhibits to this Amendment No. 1:

     99.4          Letter, dated June 17, 2010, from Laurel Canyon Partners, LLC to Gleacher & Company.

CUSIP No. 229393301  13D Page  7  of   8   Pages

Signatures

     After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 18, 2010
Laurel Canyon Partners, LLC
By:	/s/ Daniel M. Gottlieb
	Daniel M. Gottlieb, Member

/s/ Daniel M. Gottlieb  

Daniel M. Gottlieb 

In his individual capacity 

Bedford Drive Capital Partners, LLC
By:	/s/ Steven D. Lebowitz
	Steven D. Lebowitz, Member

/s/ Steven D. Lebowitz  

Steven D. Lebowitz 

In his individual capacity 

EXHIBIT INDEX

Exhibit 99.4          Letter, dated June 17, 2010, from Laurel Canyon Partners, LLC to Gleacher & Company.

EX-99.4

Exhibit 99.4

Laurel Canyon Partners, LLC
1503 Abbott Kinney Boulevard
Venice, California 90291

Via Electronic Mail

June 17, 2010

Steve Hentschel
Managing Director
Gleacher & Company
1290 Avenue of the Americas
New York, New York 10104

Re: Withdrawal of Proposal

Dear Steve:

     We regret to inform you that, after further consideration, we have decided not to proceed with our previous proposal to acquire Crystal River Capital, Inc., and so are withdrawing our proposal.

     If you have any questions, please do not hesitate to contact Craig Tompkins or me.

Sincerely,

LAUREL CANYON PARTNERS, LLC
 

/s/ Daniel M. Gottlieb, its Member  

cc:  Steven D. Lebowitz
John T. Haggerty, Esq.
S. Craig Tompkins
Dale E. Short, Esq.
D. Stephen Antion, Esq.