UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
The Quigley Corporation
(Name of Issuer)
 
Common Stock, par value $.0005 per share
(Title of Class of Securities)
 
74838L304
(CUSIP Number)
 
Aron Izower
Reed Smith LLP
599 Lexington Ave.
New York, New York 10022
(212) 549-0393
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
May 15, 2009
(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(e), 13d-1(f) or 13d-1(g), check the following box  o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 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 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.     74838L304
    
  Page__2__of__8_Pages

1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Ted Karkus
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)              (a) ¨
                                                               (b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see Instructions)
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
   620,850
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
620,850
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    620,850
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON (see Instructions)
 
IN

 
 
 
 
  CUSIP No.     74838L304
    
  Page__3__of__8_Pages
 
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Mark Burnett
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)              (a) ¨
                                                               (b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see Instructions)
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
   151,473
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
   151,473
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   151,473
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON (see Instructions)
 
IN
 
 
 
 
 
  CUSIP No.     74838L304
    
  Page__4__of__8_Pages
 
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
John DeShazo
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)              (a) ¨
                                                               (b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see Instructions)
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
277,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
277,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
277,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON (see Instructions)
 
IN

 
 
 
 
  CUSIP No.     74838L304
    
  Page__5__of__8_Pages
 
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Louis Gleckel, MD
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)              (a) ¨
                                                               (b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see Instructions)
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
20,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
20,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
20,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
14
TYPE OF REPORTING PERSON (see Instructions)
 
IN

 
 
 
 
  CUSIP No.     74838L304
    
  Page__6__of__8_Pages

1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Mark Leventhal
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)              (a) ¨
                                                               (b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see Instructions)
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
240,000
 
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
240,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
240,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%
14
TYPE OF REPORTING PERSON (see Instructions)
 
IN

 
 
 
 
  CUSIP No.     74838L304
    
  Page__7__of__8_Pages
 
This Amendment No. 2 (this “Amendment”) relates to the Schedule 13D filed by Ted Karkus, Mark Burnett, John DeShazo, Louis Gleckel, MD, and Mark Leventhal (together, the “Reporting Persons”) with the Securities and Exchange Commission on April 7, 2009 and amended on April 29, 2009 (collectively, the “Schedule 13D”), relating to shares of common stock, par value $0.0005 per share, of The Quigley Corporation (the “Company”).
 
Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a “group” as such term is used in Section 13(d)(1)(k) of the rules and regulations under the Securities Exchange Act of 1934, as amended.
 
Items 4 and 7 of the Schedule 13D are hereby amended and supplemented as follows:

ITEM 4.  PURPOSE OF TRANSACTION

On April 23, 2009, The Quigley Corporation filed an action in the United States District Court for the Eastern District of Pennsylvania against Ted Karkus, John Edmunds Ligums, Sr. (“Ligums”), Mark Burnett, John DeShazo, Louis Gleckel, MD and Mark Leventhal (collectively, the “Defendants”), asserting claims for violations of Sections 13(d), 14(a) and 16(a) of the Securities Exchange Act of 1934, as amended.

On May 15, 2009, Judge Pratter of the United States District Court for the Eastern District of Pennsylvania filed an Order denying the Company’s request for a preliminary injunction with respect to the Company’s claim that Ligums was an undisclosed member of the Reporting Persons' Schedule 13D group. The Company had previously voluntarily withdrawn other claims it made concerning the Darius/Innerlight/Gary Quigley transaction and alleged undisclosed plans for the Company as a basis for preliminary injunctive relief.
 
A copy of Judge Pratter’s Order and Memorandum setting forth the explanation for the decision is attached as an exhibit hereto.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

The following exhibits are filed with this Amendment.

Exhibit  99.1.      Order and Memorandum dated May 15, 2009

 
 
 
 
  CUSIP No.     74838L304
    
  Page__8__of__8_Pages

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.
 
Dated:     May 18, 2009
/s/ Ted Karkus
 
By:  Ted Karkus
   
   
Dated:     May 18, 2009
/s/ Mark Burnett
 
By:  Mark Burnett
   
   
Dated:     May 18, 2009
/s/ John DeShazo
 
By:  John DeShazo
   
   
Dated:     May 18, 2009
/s/ Louis Gleckel, M.D.
 
By:  Louis Gleckel, M.D.
   
   
Dated:     May 18, 2009
/s/ Mark Leventhal
 
By:  Mark Leventhal