- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * MARSELLA ROBERT	2. Issuer Name and Ticker or Trading Symbol HOLLIS EDEN PHARMACEUTICALS INC /DE/ [ HEPH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Sr. Vice President, Bus. Dev.
(Last)          (First)          (Middle) 4435 EASTGATE MALL, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 6/11/2009
(Street) SAN DIEGO, CA 92121 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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

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
Stock Option (Right to Buy)	$6.50	6/11/2009		D  (1)			25000	(1)	12/9/2010	Common Stock	25000	(1)	0	D
Stock Option (Right to Buy)	$6.50	6/11/2009		A  (1)		25000		(1)	5/31/2012	Common Stock	25000	(1)	25000	D
Stock Option (Right to Buy)	$6.50	6/11/2009		D  (2)			30000	(2)	12/9/2010	Common Stock	30000	(2)	0	D
Stock Option (Right to Buy)	$6.50	6/11/2009		A  (2)		30000		(2)	5/31/2012	Common Stock	30000	(2)	30000	D
Stock Option (Right to Buy)	$9.91	6/11/2009		D  (3)			25000	(3)	5/31/2012	Common Stock	25000	(3)	0	D
Stock Option (Right to Buy)	$9.91	6/11/2009		A  (3)		25000		(3)	5/31/2012	Common Stock	25000	(3)	25000	D

Explanation of Responses:
( 1)	Amendment of an outstanding Stock Option in order to extend the expiration date of the exercise period from December 10, 2001 to May 31, 2012 resulting in deemed cancellation of the Stock Option and the grant of a replacement Stock Option. The Stock Option was originally granted on December 10, 2000 vesting 1/4 on December 10, 2001 and 1/48th on 9th day of each calendar month thereafter until fully vested.
( 2)	Amendment of an outstanding Stock Option in order to extend the expiration date of the exercise period from December 10, 2001 to May 31, 2012 resulting in deemed cancellation of the Stock Option and the grant of a replacement Stock Option. The Stock Option was originally granted on December 10, 2000 vesting 1/3 on December 10, 2001 and 1/36th on 9th day of each calendar month thereafter until fully vested.
( 3)	Amendment of an outstanding Stock Option in order to extend the expiration date of the exercise period from January 1, 2003 to May 31, 2012 resulting in deemed cancellation of the Stock Option and the grant of a replacement Stock Option. The Stock Option was originally granted on January 9, 2002 vesting 1/4 on January 9, 2003 and 1/48th on 8th day of each calendar month thereafter until fully vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARSELLA ROBERT 4435 EASTGATE MALL, SUITE 400 SAN DIEGO, CA 92121			Sr. Vice President, Bus. Dev.

Signatures
Robert W. Weber, Attorney-in-Fact		6/15/2009
** 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.
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