SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(Amendment
No. 1)*
ADHEREX
TECHNOLOGIES INC.
(Name
of
Issuer)
Common
Stock, no par value
(Title
of
Class of Securities)
00686R200
(CUSIP
Number)
December
31, 2007
(Date
of
Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed.
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*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).
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CUSIP
No. 00686R200
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13G
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Page 2
of 5 Pages
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1
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NAMES
OF REPORTING PERSONS:
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George
W. Haywood
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
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(a) o
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(b) o
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3
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SEC
USE ONLY:
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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U.S.A
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5
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SOLE
VOTING POWER:
11,540,000
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NUMBER
OF
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SHARES
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6
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SHARED
VOTING POWER:
800,000
(1)
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BENEFICIALLY
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OWNED
BY
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EACH
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7
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SOLE
DISPOSITIVE POWER: 11,540,000
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REPORTING
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PERSON
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WITH:
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8
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SHARED
DISPOSITIVE POWER:
800,000
(1)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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12,340,000
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
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9.6%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
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IN
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(1)
Represents shares owned by spouse.
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Item
1(a).
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Name
of Issuer:
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Adherex
Technologies Inc.
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Item
1(b).
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Address
of Issuer's Principal Executive Offices:
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4620
Creekstone Drive, Suite 200
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Research
Triangle Park
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Durham,
North Carolina 27703
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Item
2(a).
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Name
of Person Filing:
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George
W. Haywood
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Item
2(b).
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Address
of Principal Business Office or, if none,
Residence:
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c/o
Moomjian, Waite, Wactlar & Coleman, LLP, 100 Jericho Quadrangle, Suite
225, Jericho, New York 11753
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Item
2(c).
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Citizenship:
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U.S.A
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, no par value
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Item
2(e).
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CUSIP
Number
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00686R200
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c),
check whether
the person filing is a:
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(a)
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o
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Broker
or dealer registered under Section 15 of the Act.
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(b)
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o
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Bank
as defined in Section 3(a) (6) of the Act.
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(c)
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o
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Insurance
company as defined in Section 3(a) (19) of the Act.
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(d)
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o
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Investment
company registered under Section 8 of the Investment Company Act
of 1940.
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(e)
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o
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An
investment adviser in accordance with Rule 13d-1(b) (1) (ii)
(E).
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)
(1) (ii) (F).
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(g)
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o
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A
parent holding company or control person in accordance with Rule
13d-1(b)
(1) (ii) (G).
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(h)
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o
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A
savings association as defined in Section 3 (b) of the Federal
Deposit
Insurance Act.
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(i)
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o
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A
church plan that is excluded from the definition of an investment
company
under Section 3 (c) (14) of the Investment Company Act.
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(j)
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o
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Group,
in accordance with Rule 13d-1 (b) (1) (ii)
(J).
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3
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage
of
the class of securities of the issue identified in Item
1.
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(a)
Amount Beneficially Owned:
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12,340,000
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(b)
Percent of Class:
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9.6%
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(c)
Number of shares as to which such person has:
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(i)
sole power to vote or to direct the vote:
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11,540,000
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(ii)
shared power to vote or to direct vote:
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800,000
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(iii)
sole power to dispose or to direct the disposition of:
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11,540,000
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(iv)
shared power to dispose or to direct the disposition of:
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800,000
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Included
as shares for which there exist shared voting and dispositive power
are
800,000 shares owned by Mr. Haywood’s spouse, which spouse would have the
right to the receipt of dividends from, and proceeds for the sale
of, such
shares.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported On By the Parent Holding Company or Control
Person.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certifications.
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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.
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4
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.
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February
14, 2008
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(Date)
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/s/
George W. Haywood
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(Signature)
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George
W. Haywood
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(Name
and Title)
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5