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 *
  CONUS PARTNERS INC
2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2009
3. Issuer Name and Ticker or Trading Symbol
PANACOS PHARMACEUTICALS, INC. [PANC]
(Last)
(First)
(Middle)
49 WEST 38TH STREET, 11TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
02/09/2009
(Street)

NEW YORK, NY 10018
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 7,263,489
I
Footnote (1)
Common Stock 52,600
D (2)
 

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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONUS PARTNERS INC
49 WEST 38TH STREET
11TH FLOOR
NEW YORK, NY 10018
    X    
ZACKS ANDREW
C/O CONUS PARTNERS, INC.
49 WEST 38TH STREET, 11TH FLOOR
NEW YORK, NY 10018
    X    

Signatures

Conus Partners, Inc., By: /s/ Andrew Zacks, Managing Director 02/25/2009
**Signature of Reporting Person Date

/s/ Andrew Zacks 02/25/2009
**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) These shares of the Common Stock (the "Shares") of Panacos Pharmaceuticals, Inc. (the "Issuer") are held in the accounts of private investment vehicles and certain managed accounts over which Conus Partners, Inc. and Andrew Zacks (the "Reporting Persons") each has investment discretion. Conus Partners, Inc. has investment discretion over the Shares because it is the investment adviser to such private investment vehicles and managed accounts. Andrew Zacks has investment discretion over the Shares because he is the managing director of Conus Partners, Inc. The Reporting Persons hereby disclaim beneficial ownership over these Shares except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of these Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(2) These Shares are owned by Andrew Zacks, who is a Reporting Person.

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