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**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

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**FORM      10-KSB/A**

**(Amendment      No. 1)**

**(Mark      One)**

| **x**  | **ANNUAL                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                  ACT OF                  1934**                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        | **For                  the fiscal year ended December 31, 2007**                                                                                                                                                                                                 |
| **o**  | **TRANSITION                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                  ACT OF                  1934**                                                                                                                  |
|   | **For                  the transition period                  from                               to** |
|   | **Commission                  file number: 0-20580**                                                                                                                                                                                                             |

**SYNTHEMED,      INC**

**(Name      of small business issuer in its charter)**

| **Delaware**                                                  |   | **14-1745197**                           |
|---------------------------------------------------------------|--------|------------------------------------------|
| **(State                  or other jurisdiction of**          |   | **(I.R.S.                  Employer**    |
| **incorporation                  or organization)**           |   | **Identification                  No.)** |
|                                                          |   |                                     |
| **200                  Middlesex Essex Turnpike, Suite 210**  |   | **08830**                                |
| **Iselin,                  New Jersey**                       |   | **(Zip                  Code)**          |
| **(Address                  of principal executive offices)** |   |                                     |

**(732)      404-1117**

**(Issuer’s      telephone number**

**Securities      registered under Section 12(b) of the Exchange Act:**

**NONE**

**Securities      registered under Section 12(g) of the Exchange Act:**

**COMMON      STOCK—PAR VALUE $.001 PER SHARE**

**(Title      of class)**

**DOCUMENTS      INCORPORATED BY REFERENCE:**

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**PART      III**

**Item      13. Exhibits. **

| 3.1    | Restated                Certificate of Incorporation of Registrant, filed December 26, 1991,                as                amended. (1)                                                                                                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                |
| 3.1(a) | Amendment                to Restated Certificate of Incorporation, dated August 21, 1992.                (1)                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                |
| 3.1(b) | Amendment                to Restated Certificate of Incorporation, dated April 22, 2005.                (21)                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                |
| 3.1(c) | Amendment                to Restated Certificate of Incorporation, dated April 27, 2006.                (15)                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                |
| 3.2    | By-Laws                of Registrant. (1)                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                |
| 10.1   | The                Registrant’s 2000 Stock Option Plan. (8) (9)                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                |
| 10.2   | Form                of Non-Qualified Option Agreement granted outside of a Plan. (8)                (9)                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                |
| 10.3   | Agreement,                dated June 14, 1991, between Registrant and Yissum Research Development                Company of the Hebrew University of Jerusalem (“Yissum”).                (1)                                                                           |
|   |                                                                                                                                                                                                                                                                                |
| 10.4   | Form                of Indemnification Agreement entered into between Registrant and                certain                officers and directors of Registrant. (2)                                                                                                                |
|   |                                                                                                                                                                                                                                                                                |
| 10.8   | Assignment                of certain rights relating to the polymer technology to Registrant                by                Yissum. (3)                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                |
| 10.9   | Form                of Non-Qualified Stock Option Agreement. (4) (8)                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                |
| 10.16  | Amendment                No. 1 dated as of February 1994 to the Agreement between Registrant                and                Yissum. (6)                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                |
| 10.19  | Amendment                No. 2 dated as of January 1, 1996 to the Agreement between the Registrant                and Yissum. (2)                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                |
| 10.27  | Amendment                No. 3 dated as of October 1, 1996 to the Agreement between the Registrant                and Yissum. (2)                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                |
| 10.28  | Amendment                No. 4 dated as of April 24, 2002 to the Agreement between the Registrant                and Yissum. (12)                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                |
| 10.29  | Amendment                No. 5 dated as of February 16, 2007 to the Agreement between the                Registrant and Yissum *                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                |
| 10.31  | 2001                Non-Qualified Stock Option Plan and Stock Option Agreement.                (11)                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                |
| 10.32  | Indemnity                letter between Registrant and Eli Pines Ph.D. dated March 1, 2003.                (8)                (12)                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                |
| 10.33  | Assignment                and Amendment Agreement dated March 18, 2003, among the Registrant,                Phairson Medical, Ltd., Swiss Federal Institute of Technology and                University of Zurich (including underlying development contract).                (12) |
|   |                                                                                                                                                                                                                                                                                |
| 10.34  | Employment                Agreement dated June 19, 2006 between the Registrant and Robert P.                Hickey.                (8) (18)                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                |
| 10.39  | Employment                Agreement dated June 19, 2006 between the Registrant and Eli Pines,                PhD.                (8) (18)                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                |
| 10.40  | Employment                Agreement dated May 1, 2007 between the Registrant and Marc Sportsman.                (8)                (20)                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                |
| 10.42  | Contract                effective as of December 1, 1998, between Phairson Medical, Ltd.                and                Professor J. A. Hubbell, as amended (including letter agreement dated                January 14, 2003, assigning same to Registrant). (12)               |
|   |                                                                                                                                                                                                                                                                                |
| 10.43  | Asset                Purchase Agreement between Registrant and Phairson Medical, Ltd.                dated                March 18, 2003. (12)                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                |
| 10.44  | Certain                Information Regarding Equity Compensation Arrangements Not Approved                by                Stockholders. (13)                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                |
| 10.45  | Option                agreement dated April 22, 2005 in favor of Robert P. Hickey.                (14)                                                                                                                                                                              |

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| 10.46  | Option                agreement dated April 22, 2005 in favor of Eli Pines PhD.                (14)                                                                                                                                                                                                                                                             |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.47  | Form                of Subscription Agreement for April 2006 equity financing (including                Supplement). (16)                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.48  | Form                of Investor Rights Agreement for April 2006 equity financing.                (16)                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.49  | Agency                Agreement dated as of April 3, 2006 between SyntheMed, Inc. and Clubb                Capital Limited. (16)                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.50  | Form                of Broker Warrant issued to Agent’s designees covering an aggregate of                1,475,000 shares. (16)                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.51  | The                Registrant’s 2006 Stock Option Plan. (17)                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.52  | Change                of Control Agreement dated June 19, 2006 between the Registrant and                Eli                Pines, PhD. (8) (18)                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.53  | Change                of Control Agreement dated June 19, 2006 between the Registrant and                Robert                P. Hickey. (8) (18)                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.54  | Change                of Control Agreement dated May 1, 2007 between the Registrant and                Marc                Sportsman. (8) (20)                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.55  | Form                of ISO and Non-Qualified Stock Option Agreements under the Registrant’s                2006 Stock Option Plan.(21)                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.56  | Stock                Option Amendment Agreement, dated as of April 27, 2007, in favor                of Robert                P. Hickey. (20)                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.57  | Stock                Option Amendment Agreement, dated as of April 27, 2007, in favor                of Eli                Pines, PhD. (20)                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.58  | Form                of Subscription Agreement for August 2007 equity placement.                (20)                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.59  | Form                of Investor Rights Agreement for August 2007 equity placement.                (20)                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.60  | Agency                Agreement for August 2007 equity placement. (20)                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.61  | Form                of Broker Warrant issued to Agent's designees covering an aggregate                of                210,000 shares.(20)                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.62  | Supply                Agreement, dated as of June 12, 2007, between our company and Diagnostic                Chemicals Limited, doing business as BioVectra (portions of this                exhibit                have been redacted and filed separately with the SEC pursuant to                a request                for confidential treatment). (20) |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.63  | Supply                Agreement, dated as of March 29, 2007, between our company and Chem                Development Inc. (portions of this exhibit have been omitted  and                filed separately with the SEC pursuant to a request for confidential                treatment).                (19)                                              |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.64  | Supply                Agreement, dated as of March 9, 2007, between our company and Surgical                Technologies Inc. (portions of this exhibit have been omitted  and                filed separately with the SEC pursuant to a request for confidential                treatment). (19)                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 23.1   | Consent                of Eisner LLP. *                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 31.1   | Certification                of Principal Executive Officer and Principal Financial Officer Pursuant                to                Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of                the                Sarbanes-Oxley Act of 2002.*                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 32.1   | Certification                of Principal Executive Officer and Principal Financial Officer Pursuant                to                18 U.S.C. 1350, a as adopted pursuant to Section 906 of the Sarbanes-Oxley                Act of 2002. (Omitted pursuant to Rule                13a-14(b).)                                                               |

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| (1)  | Incorporated                by reference to the Registrant’s Registration Statement on Form S-1 (Reg.                No. 33-94008) declared effective on September 22, 1992. |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | Incorporated                by reference to Registrant’s Registration Statement on Form S-1 (Reg. No.                333-02588) declared effective on May 3, 1996.           |
| (3)  | Incorporated                by reference to the Registrant’s report on Form 10-Q for the quarter ended                September 30, 1992.                                    |
| (4)  | Incorporated                by reference to the Registrant’s report on Form 10-K for the year ended                December 31, 1993.                                        |
| (5)  | Intentionally                omitted.                                                                                                                                              |
| (6)  | Incorporated                by reference to the Registrant’s report on Form 10-K for the year ended                December 31, 1994.                                        |
| (7)  | Intentionally                omitted                                                                                                                                               |
| (8)  | Indicates                a management contract or compensatory plan or                arrangement.                                                                                 |
| (9)  | Incorporated                by reference to the Registrant’s Registration Statement on Form S-8 filed                in January 2000.                                        |
| (10) | Intentionally                omitted.                                                                                                                                              |
| (11) | Incorporated                by reference to the Registrant’s report on Form 10-K for the year ended                December 31, 2001.                                        |
| (12) | Incorporated                by reference to the Registrant’s report on Form 10-KSB for the year ended                December 31, 2002.                                      |
| (13) | Incorporated                by reference to the Registrant’s report on Form 10-KSB for the year ended                December 31, 2003.                                      |
| (14) | Incorporated                by reference to the Registrant’s report on Form 10-KSB for the year ended                December 31, 2005.                                      |
| (15) | Incorporated                by reference to the Registrant’s report on Form 10-QSB for the quarter                ended March 31, 2006.                                      |
| (16) | Incorporated                by reference to the Registrant’s report on Form 8-K filed in April                2006.                                                          |
| (17) | Incorporated                by reference to the Registrant’s Schedule 14A definitive proxy statement                for its 2006 annual meeting of stockholders.             |
| (18) | Incorporated                by reference to the Registrant’s Registration Statement on Form SB-2/A                (Reg. No. 333-134746) filed on July 28, 2006.              |
| (19) | Incorporated                by reference to the Registrant’s report on Form 10-QSB for the quarter                ended March 31, 2007.                                      |
| (20) | Incorporated                by reference to the Registrant’s report on Form 10-QSB for the quarter                ended June 30, 2007.                                       |
| (21) | Incorporated                by reference to the Registrant’s report on Form 10-KSB for the year ended                December 31, 2006.                                      |

|   | SyntheMed,              Inc. |
|--------|------------------------------|
|   | (Registrant)                 |
|   |                         |   |
|   | By:                | /s/                Robert P. Hickey |
|   |                         | Robert                P. Hickey |
|   |                         | President,                CEO and CFO |
|   |                         | (principal                executive, financial and accounting                officer) |

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