UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 ACCESS PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 00431M100 (CUSIP Number) Adam Eilenberg, Esq. Ehrenreich Eilenberg & Krause LLP 11 East 44th Street, 11th Floor New York, NY 10017 (212) 986-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 25, 2002 (Date of event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THE INFORMATION REQUIRED ON 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). CUSIP No. 00431M100 ________________________________________________________________________________ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons Richard Stone ________________________________________________________________________________ 2 Check Appropriate Box If a Member of a Group (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC Use Only ________________________________________________________________________________ 4 Source of Funds 00,PF ________________________________________________________________________________ 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] ________________________________________________________________________________ 6 Citizenship or Place of Organization USA ________________________________________________________________________________ Number of 7 Sole Voting Power 600,626, including Shares 286,967 shares issuable upon Beneficially exercise of warrants Owned by Each ______________________________________________________________ Reporting 8 Shared Voting Power Person 0 With ______________________________________________________________ 9 Sole Dispositive Power 600,626, including 286,967 shares issuable upon exercise of warrants ______________________________________________________________ 10 Shared Dispositive Power 0 ________________________________________________________________________________ 11 Aggregate Amount Beneficially Owned by Each Reporting Person 600,626 ________________________________________________________________________________ 12 Check box if the aggregate Amount in Row (11) Excludes Certain Shares [_] ________________________________________________________________________________ 13 Percent of Class Represented by Amount in Row (11) 4.6% ________________________________________________________________________________ 14 Type of Reporting Person IN ________________________________________________________________________________ Item 1. Security and Issuer. The title of the class of equity securities to which this statement relates is the common stock, $.01 par value per share (the "Common Stock"), of Access Pharmaceuticals, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207. This statement is filed pursuant to Rule 13d-2(a) with respect to securities owned by the reporting person as of January 25, 2002 and amends the Schedule 13D filed on September 23, 1998, as amended by Amendment No. 1 filed on October 29, 1999, Amendment No. 2 filed on November 2, 1999 and Amendment No. 3 filed on May 24, 2000 (collectively, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is hereby restated in its entirety. Item 3. Source and Amount of Funds or Other Consideration. The purpose of this Amendment No. 4 is to report certain subsequent dispositions of shares. Between June 8, 2001 and January 25, 2002, Mr. Stone sold 214,681 shares of Common Stock in open market transactions at prices between $3.40 per share and $5.70 per share. Item 4. Purpose of Transaction. Such sales of securities were made to diversify Mr. Stone's investment portfolio. Although he has no current intention to do so, depending on market conditions and other factors, Mr. Stone may acquire additional shares or sell all or a portion of his shares of Common Stock. Mr. Stone has no plans or proposals which would relate to or would result in any of the actions set forth in the subparagraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. See Items 7 through 11 on the cover page. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The warrants held by Mr. Stone to purchase shares of Common Stock grant him certain "piggyback" registration rights as to such shares of Common Stock. Mr. Stone resigned as a director of the Company on February 20, 2001. Item 7. Materials to be Filed as Exhibits. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, correct and complete. Dated: February 6, 2002 /s/ Richard Stone ---------------------------- Richard Stone