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
                                                                                  
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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 *

Smith Scott E 		2. Issuer Name and Ticker or Trading Symbol

ProUroCare Medical Inc. [ PRRC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

10513 RIGBY DR. 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/12/2008
(Street)

EDEN PRAIRIE, MN 55437
(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
Common stock, $0.00001 par value                  34746   D    

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 Options   $7.00                     (1) 5/30/2013   Common Stock, $0.00001 par value   3000     3000   D    
Warrants     (2)                   (3) 12/31/2012   Common Stock, $0.00001 par value   7000     7000   D    
Convertible Promissory Notes     (4)                   (6) 6/27/2009   Common stock, $0.00001 par value     (5) (7)   $3325   (5) (7) D    
Stock Options   $1.00   8/12/2008     G     1000         (1) 8/12/2015   Common stock, $0.00001 par value   1000   $0   1000   D    

Explanation of Responses:
( 1)  Immediately exercisable.
( 2)  Each warrant is exercisable into common stock at 50% of the per share price of equity securities issued in a public offering. in the event that ProUroCare Medical Inc. fails to close a public offering prior to June 27, 2009, each warrant will be exercisable at 50% of the closing price of ProUroCare Medical Inc.'s common stock on that date.
( 3)  Each of the warrants will become exercisable upon the earlier of the closing of an underwritten public offering or June 27, 2009.
( 4)  The Notes and any accrued interest thereon are convertible into common stock at 70% of the per share price of equity securities issued in a public offering. In the event that ProUroCare Medical Inc. fails to close a public offering prior to June 27, 2009, the Notes and any accrued interest thereon will be convertible into common stock at $0.05 per share.
( 5)  The number of shares that the notes are convertible into depends upon the converion price that is to be determined at the time of an underwritten public offering. If ProUroCare Medical Inc. fails to close on an underwritten public offering by June 27, 2009 and fails to prepay the notes, the notes will be convertible into 665,000 shares of common stock.
( 6)  The notes are convertible into common stock upon the closing of an underwritten public offering of equity securities by ProUroCare Medical Inc.
( 7)  Principal amount. Interest accrues at 10%, and is convertible into common stock as well.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Smith Scott E
10513 RIGBY DR.
EDEN PRAIRIE, MN 55437 		X



Signatures
Richard B. Thon by power of attorney 9/23/2008
** 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 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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