Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  STICKNEY DWIGHT
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2008
3. Issuer Name and Ticker or Trading Symbol
HOLLIS EDEN PHARMACEUTICALS INC /DE/ [HEPH]
(Last)
(First)
(Middle)
4435 EASTGATE MALL, SUITE 400
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92121
6. Individual or Joint/Group Filing(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 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 11,673 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) 06/23/2000(2) 06/22/2010 Common Stock 50,000 $ 11.81 D  
Stock Options (Right to Buy) 05/29/2001(3) 05/28/2011 Common Stock 36,000 $ 6.9 D  
Stock Options (Right to Buy) 01/09/2002(4) 01/08/2012 Common Stock 12,500 $ 9.91 D  
Stock Options (Right to Buy) 02/26/2003(5) 02/25/2013 Common Stock 12,500 $ 5.29 D  
Stock Options (Right to Buy) 06/25/2003(6) 06/23/2013 Common Stock 10,000 $ 12.25 D  
Stock Options (Right to Buy) 06/26/2003(7) 06/25/2013 Common Stock 1,000 $ 12.2 D  
Stock Options (Right to Buy) 01/16/2004(8) 01/15/2014 Common Stock 28,000 $ 14.97 D  
Stock Options (Right to Buy) 12/03/2004(7) 12/02/2009 Common Stock 6,000 $ 10.69 D  
Stock Options (Right to Buy) 02/11/2005(9) 02/10/2015 Common Stock 19,500 $ 10.75 D  
Stock Options (Right to Buy) 12/11/2006(10) 12/11/2016 Common Stock 25,000 $ 5.43 D  
Stock Options (Right to Buy) 02/13/2006(11) 02/12/2016 Common Stock 11,250 $ 6.2 D  
Stock Options (Right to Buy) 08/01/2007(12) 07/31/2017 Common Stock 100,000 $ 1.66 D  
Stock Options (Right to Buy) 01/17/2008(13) 01/16/2018 Common Stock 25,000 $ 1.62 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STICKNEY DWIGHT
4435 EASTGATE MALL
SUITE 400
SAN DIEGO, CA 92121
      Chief Medical Officer  

Signatures

Robert W. Weber, Attorney-in-Fact 02/07/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 3,750 shares granted as a restricted stock award under the Issuer's 2005 Equity Incentive Plan, and 6,923 shares acquired to date by the reporting person under the Issuer's 401(k) Plan. The information in this report is based on a plan statement dated as of December 31, 2007.
(2) One-fourth of the shares subject to such option vest and become exercisable on 05/01/2001, and the remaining shares vest in 36 equal monthly installments thereafter based on continued employment and/or service with the Company.
(3) One-fourth of the shares subject to such option vest and become exercisable on 05/01/2002, and the remaining shares vest in 36 equal monthly installments thereafter based on continued employment and/or service with the Company.
(4) One-fourth of the shares subject to such option vest and become exercisable on 01/09/2003, and the remaining shares vest in 36 equal monthly installments thereafter based on continued employment and/or service with the Company.
(5) One-fourth of the shares subject to such option vest and become exercisable on 02/26/2004, and the remaining shares vest in 36 equal monthly installments thereafter based on continued employment and/or service with the Company.
(6) One-fourth of the shares subject to such option vest and become exercisable on 06/25/2004, and the remaining shares vest in 36 equal monthly installments thereafter based on continued employment and/or service with the Company.
(7) Fully vested and exercisable upon grant.
(8) One-fourth of the shares subject to such option vest and become exercisable on 01/16/2005, and the remaining shares vest in 36 equal monthly installments thereafter based on continued employment and/or service with the Company.
(9) One-fourth of the shares subject to such option vest and become exercisable on 02/11/2006, and the remaining shares vest in 36 equal monthly installments thereafter based on continued employment and/or service with the Company.
(10) One-fourth of the shares subject to such option vest and become exercisable on 12/11/2007, and the remaining shares vest in 36 equal monthly installments thereafter based on continued employment and/or service with the Company.
(11) One-fourth of the shares subject to such option vest and become exercisable on 02/13/2007, and the remaining shares vest in 36 equal monthly installments thereafter based on continued employment and/or service with the Company.
(12) One-third of the shares subject to such option vest and become exercisable on 08/01/2008, and the remaining shares vest in 24 equal monthly installments thereafter based on continued employment and/or service with the Company.
(13) One-fourth of the shares subject to such option vest and become exercisable on 01/17/2009, and the remaining shares vest in 36 equal monthly installments thereafter based on continued employment and/or service with the Company.

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