UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENT 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)*

Tapestry Pharmaceuticals, Inc.

(Name of Issuer)

COMMON STOCK PAR VALUE $0.0075 PER SHARE

(Title of Class of Securities)

630795102

                                (CUSIP Number)                                

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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. 630795102 13G Page 2 of 6 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PERSONS (ENTITIES ONLY)             Mayne Pharma Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION             Victoria, Australia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:   5    SOLE VOTING POWER                 0   6    SHARED VOTING POWER                 2,000,000   7    SOLE DISPOSITIVE POWER                 0   8    SHARED DISPOSITIVE POWER                 2,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             2,000,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES             Not Applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9             5.8%
12	TYPE OF REPORTING PERSON             CO

CUSIP No. 630795102 13G Page 3 of 6 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PERSONS (ENTITIES ONLY)             Mayne Pharma (USA) Inc. (formerly known as Faulding Pharmaceutical Co.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5    SOLE VOTING POWER                 0   6    SHARED VOTING POWER                 2,000,000   7    SOLE DISPOSITIVE POWER                 0   8    SHARED DISPOSITIVE POWER                 2,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             2,000,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES             Not Applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9             5.8%
12	TYPE OF REPORTING PERSON             CO

Item 1	(a)	Name of Issuer. Tapestry Pharmaceuticals, Inc.
Item 1	(b)	Address of Issuer’s Principal Executive Offices. 4840 Pearl East Circle, Suite 300W Boulder, Colorado 80301
Item 2	(a)	Name of Persons Filing. Mayne Pharma Limited Mayne Pharma (USA) Inc.
Item 2	(b)	Address of Principal Business Office, or if None, Residence. Mayne Pharma Limited Level 21-390 St. Kilda Road City of Victoria, Melbourne 3004 Australia Mayne Pharma (USA) Inc. Mack Cali Centre II 650 From Road, Second Floor Paramus, NJ 07652
Item 2	(c)	Citizenship. Mayne Pharma Limited - Victoria, Australia Mayne Pharma (USA) Inc. - Delaware
Item 2	(d)	Title of Class of Securities. Common Stock, Par Value $0.0075 per share
Item 2	(e)	CUSIP No. 630795102
Item 3		Statement Filed Pursuant to Rule 13d-1(b), Rule 13d-2(b) or (c). Not Applicable.

Item 4	Ownership.
	(a)	Amount Beneficially owned: 2,000,000
	(b)	Percent of class: 5.8%
	(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: 2,000,000
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: 2,000,000
Item 5	Ownership of Five Percent or Less of a Class. Not Applicable.
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. Mayne Pharma (USA) Inc. is a wholly-owned subsidiary of Mayne Pharma Limited.
Item 8	Identification and Classification of Members of the Group. Not Applicable.
Item 9	Notice of Dissolution of Group. Not Applicable.
Item 10	Certification. (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, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2006
Mayne Pharma Limited
By:	/s/ Paul Binfield
Name:	Paul Binfield
Title:	Chief Financial Officer
Mayne Pharma (USA) Inc.
By:	/s/ Paul Binfield
Name:	Paul Binfield
Title:	Director