Edgar Filing: ENDOCARE INC

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

ANDREEFF DANE

2. Issuer Name and Ticker or Trading Symbol
ENDOCARE INC [ENDO]

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 ANDREEFF EQUITY ADVISORS LLC,Â 450 LAUREL ST STE 2105

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007

(Street)

BATON ROUGE,Â LAÂ 70801

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(check applicable line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/18/2008⁽³⁾	Â	P4⁽³⁾	44,722	A	$ 5.9737	1,196,485 ⁽¹⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	01/18/2008	Â	P4	35,474	A	$ 5.9737	1,231,959 ⁽²⁾	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	01/31/2008	Â	P4	1,284	A	$ 7.1023	1,233,243 ⁽¹⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	01/31/2008	Â	P4	2,000	A	$ 7.1023	1,235,243 ⁽²⁾	I ⁽²⁾	See Footnote ⁽²⁾
Common Stock	03/31/2008	Â	P4	26,826	A	$ 6.6895	1,262,069 ⁽²⁾	I ⁽²⁾	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ANDREEFF DANE C/O ANDREEFF EQUITY ADVISORS LLC 450 LAUREL ST STE 2105 BATON ROUGE,Â LAÂ 70801	Â	Â X	Â	Â

Signatures

By: /s/ Dane Andreeff		04/02/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This transaction was made by a fund that is not, itself, a 10% owner of the issuer's securities. As the managing member of the fund's general partner, Dane Andreeff is reporting this transaction because he may be deemed the indirect beneficial owner of 10% or more of the issuer's securities, in the aggregate. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest herein.
(2)	This transaction was made by a fund that is not, itself, a 10% owner of the issuer's securities. As a Director of the fund, Dane Andreeff, is reporting this transaction because he may be deemed an indirect beneficial owner of 10% or more of the issuer's securities, in the aggregate. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(3)	The reporting person became a 10% owner of the issuer's securities on this date. These holdings were reportable on a Form 3. The SEC's reporting system would not accept that form type to be listed in Table I of this Form 5 filing.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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