<SUBMISSION>
<ACCESSION-NUMBER>0000941655-02-000004
<TYPE>SC 13G/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20020213
<GROUP-MEMBERS>HABIB KAIROUZ
<GROUP-MEMBERS>JOSHUA RUCH
<GROUP-MEMBERS>MARK LESCHLY
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>3 DIMENSIONAL PHARMACEUTICALS INC
<CIK>0000914201
<ASSIGNED-SIC>2834
<IRS-NUMBER>232716487
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
<ACT>34
<FILE-NUMBER>005-59449
<FILM-NUMBER>02541422
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>665 STOCKTON DRIVE
<STREET2>SUITE 104
<CITY>EXTON
<STATE>PA
<ZIP>19341
<PHONE>6104588959
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>665 STOCKTON DRIVE
<STREET2>SUITE 104
<CITY>EXTON
<STATE>PA
<ZIP>19341
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>RHO CAPITAL PARTNERS INC
<CIK>0001020455
<IRS-NUMBER>133087622
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>152 WEST 57TH STREET
<STREET2>23RD FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10019
<PHONE>2127516677
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>152 WEST 57TH STREET
<STREET2>23RD FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10019
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>RHO MANAGEMENT CO INC
<DATE-CHANGED>19960806
</FORMER-COMPANY>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>r3d_123101-a.txt
<DESCRIPTION>SCHEDULE 13G AMENDMENT NO. 2
<TEXT>



                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                          SCHEDULE 13G

             Under the Securities Exchange Act of 1934
                       (Amendment No. 2)*


                   3-Dimensional Pharmaceuticals, Inc.
               -----------------------------------------
                           (Name of Issuer)


                      Common Stock, $0.001 par value
               -----------------------------------------
                      (Title of Class of Securities)


                              88554W104
                -----------------------------------------
                            (CUSIP Number)


                        December 31, 2001
                -----------------------------------------
          (Date of Event Which Requires Filing of this Statement)


     Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

     [ ] Rule 13d-1(b)

     [x] Rule 13d-1(c)

     [ ] Rule 13d-1(d)

     *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 the disclosures provided in a prior cover page.

     The information required in 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 ("Act") 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).


<PAGE>

                                  CUSIP No. 88554W104


1    NAME OF REPORTING PERSON
     I.R.S. Identification No. of above person (entities only).

     Rho Capital Partners, Inc.


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                       (a) [  ]
                                                       (b) [  ]

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     New York


     NUMBER OF SHARES BENEFICIALLY OWNED BY
     EACH REPORTING PERSON WITH:

     5    SOLE VOTING POWER

          2,666,407 Shares (includes warrants to purchase 101,828 Shares)


     6    SHARED VOTING POWER

          0 Shares


     7    SOLE DISPOSITIVE POWER

          2,666,407 Shares (includes warrants to purchase 101,828 Shares)

     8    SHARED DISPOSITIVE POWER

          0 Shares


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,666,407 Shares (includes warrants to purchase 101,828 Shares)


10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES (SEE INSTRUCTIONS)


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     12.1%

12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO/IA

<PAGE>

                                  CUSIP No. 88554W104


1    NAME OF REPORTING PERSON
     I.R.S. Identification No. of above person (entities only).

     Joshua Ruch


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                       (a) [  ]
                                                       (b) [  ]

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     Republic of South Africa


     NUMBER OF SHARES BENEFICIALLY OWNED BY
     EACH REPORTING PERSON WITH:

     5    SOLE VOTING POWER

          31,008 Shares (includes options to purchase 10,000 Shares)

     6    SHARED VOTING POWER

          2,666,407 Shares (includes warrants to purchase 101,828 Shares)

     7    SOLE DISPOSITIVE POWER

          31,008 Shares (includes options to purchase 10,000 Shares)

     8    SHARED DISPOSITIVE POWER

          2,666,407 Shares (includes warrants to purchase 101,828 Shares)


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,697,415 Shares (includes warrants to purchase 101,828
     Shares and options to purchase 10,000 Shares)


10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES (SEE INSTRUCTIONS)


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     12.3%


12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN


<PAGE>

                                  CUSIP No. 88554W104


1    NAME OF REPORTING PERSON
     I.R.S. Identification No. of above person (entities only).

     Habib Kairouz


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                       (a) [  ]
                                                       (b) [  ]

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     Canada


     NUMBER OF SHARES BENEFICIALLY OWNED BY
     EACH REPORTING PERSON WITH:

     5    SOLE VOTING POWER

          0 Shares

     6    SHARED VOTING POWER

          2,666,407 Shares (includes warrants to purchase 101,828 Shares)

     7    SOLE DISPOSITIVE POWER

          0 Shares

     8    SHARED DISPOSITIVE POWER

          2,666,407 Shares (includes warrants to purchase 101,828 Shares)
          Shares)

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,666,407 Shares (includes warrants to purchase 101,828 Shares)


10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES (SEE INSTRUCTIONS)


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     12.1%


12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN


<PAGE>

                                  CUSIP No. 88554W104


1    NAME OF REPORTING PERSON
     I.R.S. Identification No. of above person (entities only).

     Mark Leschly


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                       (a) [  ]
                                                       (b) [  ]

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     Kingdom of Denmark


     NUMBER OF SHARES BENEFICIALLY OWNED BY
     EACH REPORTING PERSON WITH:

     5    SOLE VOTING POWER

          0 Shares

     6    SHARED VOTING POWER

          2,666,407 Shares (includes warrants to purchase 101,828 Shares)

     7    SOLE DISPOSITIVE POWER

          0 Shares

     8    SHARED DISPOSITIVE POWER

          2,666,407 Shares (includes warrants to purchase 101,828 Shares)


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,666,407 Shares (includes warrants to purchase 101,828 Shares)


10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES (SEE INSTRUCTIONS)


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     12.1%


12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

<PAGE>


     This Amendment No. 2 to Schedule 13G for 3-Dimensional Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), amends a Schedule 13G,
originally dated August 4, 2000, as amended December 31, 2000, with respect to
the Common Stock, par value $0.001 per share (the "Shares"), of the Company
beneficially owned by Rho Capital Partners, Inc., Joshua Ruch, Habib Kairouz
and Mark Leschly, as follows below.  This Amendment is filed to amend Items
2(a), 2(b), 2(c) and 4, as of December 31, 2001, as contained in the statement
on Schedule 13G as most recently amended.


     Item 1.  No amendment

     Item 2.  Identity of Persons Filing.

     (a)  This Statement is being filed by Rho Capital Partners, Inc.
(formerly known as Rho Management Company, Inc., hereinafter "Rho"), a New
York corporation, and its shareholders Joshua Ruch, Habib Kairouz and Mark
Leschly. Rho serves as investment advisor to a number of investment vehicles,
and in such capacity may be deemed to exercise investment and voting control
over Shares registered in the names of such vehicles.  Joshua Ruch, Habib
Kairouz and Mark Leschly may be deemed to have shared authority over the
Shares reported by Rho herein.  Joshua Ruch may be deemed additionally to
exercise sole investment and voting authority over certain Shares not held
under management by Rho.

     (b)-(c)  Rho is a New York corporation, with its address at 152 West 57th
Street, 23rd Floor, New York, New York 10019.

     Mr. Ruch is a citizen of the Republic of South Africa, with his address
c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019.

     Mr. Kairouz is a citizen of Canada, with his address c/o Rho, 152 West
57th Street, 23rd Floor, New York, New York 10019.

     Mr. Leschly is a citizen of the Kingdom of Denmark, with his address c/o
Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019.

     Items 2(d) - 3.  No amendment.

     Item 4.  Ownership

     See cover page for each reporting person.

     As the ultimate holder of voting and investment authority over the Shares
owned by its investment advisory clients, Rho may be deemed, for purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the
beneficial owner of 2,666,407 Shares, which includes warrants to purchase
101,828 Shares, reported hereby, constituting 12.1% of the Company's shares
outstanding as of the date of the Company's most recently filed Form 10-Q.

     As stockholders of Rho, Joshua Ruch, Habib Kairouz and Mark Leschly may
be deemed to share investment and voting control over the Shares reported
herein by Rho.  Accordingly, each of Messrs. Ruch, Kairouz and Leschly may be
deemed to be the beneficial owner of the 2,666,407 Shares, which includes
warrants to purchase 101,828 Shares, reported by Rho hereunder, constituting
12.1% of the Company's shares outstanding as of the date of the Company's most
recently filed Form 10-Q.  Additionally, Mr. Ruch exercises investment and
voting control over certain other Shares not held under management by Rho,
over which he may be deemed to have sole beneficial ownership.  Accordingly,
Mr. Ruch may be deemed to be the beneficial owner of an aggregate of 2,697,415
Shares (including warrants to purchase 101,828 Shares and options to purchase
10,000 Shares) constituting 12.3% of the Company's shares outstanding as of
the date of the Company's most recently filed Form 10-Q.

     Other than Shares in which they have a pecuniary interest, each of
Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares
reported by this Statement.

     Items 5. - 9.  No amendment.

     Item 10. Certifications

     By signing below each signatory hereby certifies that, to the best of his
or its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.


<PAGE>


                            SIGNATURE

     After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.


Dated:  February 13, 2002.


RHO CAPITAL PARTNERS, INC.

    By: /s/ Joshua Ruch
    --------------------------
    Name: Joshua Ruch
    Title: President



JOSHUA RUCH

/s/ Joshua Ruch
--------------------------
Name: Joshua Ruch


HABIB KAIROUZ

/s/ Habib Kairouz
--------------------------
Name: Habib Kairouz


MARK LESCHLY

/s/ Mark Leschly
--------------------------
Name: Mark Leschly


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>r3d_123101-b.txt
<DESCRIPTION>EXHIBIT A - JOINT FILING AGREEMENT
<TEXT>



                                   EXHIBIT A
                            JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of
1934, the undersigned agree to the joint filing of a Statement on Schedule 13G
(including any and all amendments thereto, and any filing on Schedule 13D
relating to the same investment) with respect to the shares of common stock,
par value $0.001 per share, of 3-Dimensional Pharmaceuticals, Inc., and
further agree that this Joint Filing Agreement be included as an Exhibit
thereto.  In addition, each party to this Agreement expressly authorizes each
other party to this Agreement to file on its behalf any and all amendments to
such Statement.

Dated:  February 13, 2002.


RHO CAPITAL PARTNERS, INC.

    By: /s/ Joshua Ruch
    --------------------------
    Name: Joshua Ruch
    Title: President



JOSHUA RUCH

/s/ Joshua Ruch
--------------------------
Name: Joshua Ruch


HABIB KAIROUZ

/s/ Habib Kairouz
--------------------------
Name: Habib Kairouz


MARK LESCHLY

/s/ Mark Leschly
--------------------------
Name: Mark Leschly


</TEXT>
</DOCUMENT>
</SUBMISSION>
