Falconstor Software Inc - Amended Statement of Beneficial Ownership (3/A)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 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(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

LAM WAYNE

2. Date of Event Requiring Statement (MM/DD/YYYY) 8/22/2001

3. Issuer Name and Ticker or Trading Symbol

FALCONSTOR SOFTWARE INC [FALC]

(Last) (First) (Middle)

C/O FALCONSTOR SOFTWARE, INC., 2 HUNTINGTON QUADRANGLE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
Vice President /

(Street)

MELVILLE, NY 11747-

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

8/29/2001

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9071 ⁽¹⁾	D
Common Stock	19201 ⁽¹⁾	I	By Spouse

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	4/30/2010	Common Stock	238213	$0.35	D
Stock Option (right to buy)	⁽³⁾	10/31/2010	Common Stock	50530	$0.35	D

Explanation of Responses:
( 1)	This Form 3/A (this ''Amendment'') reflects 5,534 and 19,201 shares of the Company's common stock held by Mr. Lam and his wife, respectively, which were inadvertently excluded from Mr. Lam's original Form 3 filed on August 29, 2001. This Amendment does not reflect any additional transactions since the date the original Form 3 was filed that were not otherwise disclosed on a Form 4.
( 2)	The option is immediately exercisable as to 78,610 of the shares subject thereto, exercisable as to 78,610 of the shares subject thereto commencing May 1, 2002 and as to the remaining 80,993 of such shares commencing May 1, 2003.
( 3)	The option is exercisable as to 16,675 of the shares subject thereto commencing November 1, 2001, as to 16,675 of the shares subject thereto commencing November 1, 2002 and as to the remaining 17,180 of such shares commencing November 1, 2003.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAM WAYNE C/O FALCONSTOR SOFTWARE, INC. 2 HUNTINGTON QUADRANGLE MELVILLE, NY 11747-			Vice President

Signatures
By: /s/ Wayne Lam		8/27/2008
^** 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 5(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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