FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FEINBERG STEPHEN 		2. Issuer Name and Ticker or Trading Symbol

BIOSPHERE MEDICAL INC [ BSMD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CERBERUS CAPITAL MANAGEMENT, L.P., 299 PARK AVENUE - 22ND FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/3/2010
(Street)

NEW YORK, NY 10171
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

11/12/2004 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   (1) 9/3/2010     C    1204000   A   (2) 2763268   I   See Footnote #3   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Preferred Stock, par value $0.01 per share   $4.00   (2) 9/3/2010     C      4816       11/10/2004     (4) Common Stock, par value $0.01 per share   1204000   $1000.00   0   (1) I   See Footnote #3   (3)

Explanation of Responses:
( 1)  Pursuant to the terms of the Certificate of Designations, Preferences and Rights of Series A Preferred Stock of Biosphere Medical, Inc., as amended (the "Certificate of Designations"), Cerberus Partners, L.P. ("Cerberus"), and Cerberus International, Ltd. ("International") collectively converted 4,816 shares of Series A Preferred Stock, par value $0.01 (the "Preferred Stock"), of Biosphere Medical, Inc. (the "Company") into 1,204,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Company. As of September 3, 2010, Cerberus and International no longer held any Preferred Stock.
( 2)  Pursuant to the Certificate of Designations, shares of the Preferred Stock are convertible into such number of shares of Common Stock as is obtained by: (i) multiplying the number of shares of Preferred Stock to be converted by $1,000, subject to certain adjustments, and adding to such product an amount equal to all declared but unpaid dividends and all accrued but unpaid dividends with respect to such shares; and (ii) dividing the result obtained pursuant to clause (i) above by a conversion price of $4.00 per share, subject to certain adjustments.
( 3)  Stephen Feinberg, through one or more intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by Cerberus and International. Mr. Feinberg's interest in the securities of the Company reported herein held by Cerberus and International is limited to the extent of his pecuniary interest in Cerberus and International, if any.
( 4)  There is no expiration date for the Preferred Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FEINBERG STEPHEN
C/O CERBERUS CAPITAL MANAGEMENT, L.P.
299 PARK AVENUE - 22ND FLOOR
NEW YORK, NY 10171
X


Signatures
/s/ Stephen Feinberg 9/8/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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