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 *
  PROQUEST INVESTMENTS II LP
 2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2008		 3. Issuer Name and Ticker or Trading Symbol
NOVADEL PHARMA INC [NVD]
(Last)
(First)
(Middle)
90 NASSAU STREET, 5TH 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)
(Street)

PRINCETON, NJ 08542-4520		 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 1,262,747 (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
Warrants to Purchase Common Stock 11/25/2005 05/26/2010 Common Stock 325,500 (1) $ 1.3 D  
Warrants to Purchase Common Stock 10/12/2006 04/12/2011 Common Stock 41,684 (1) $ 1.6 D  
Warrants to Purchase Common Stock 12/27/2006 12/27/2011 Common Stock 77,520 (1) $ 1.7 D  
10% Secured Convertible Notes 05/30/2008   (2) Common Stock 1,007,365 (1) $ 0.295 D  
Warrants to Purchase Common Stock 12/01/2008 05/30/2013 Common Stock 604,419 (1) $ 0.369 D  
10% Secured Convertible Notes 10/17/2008   (3) Common Stock 2,164,764 (1) $ 0.235 D  
Warrants to Purchase Common Stock 04/17/2009 10/17/2013 Common Stock 1,298,858 (1) $ 0.294 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PROQUEST INVESTMENTS II LP
90 NASSAU STREET, 5TH FLOOR
PRINCETON, NJ 08542-4520		     X    
PROQUEST ASSOCIATES II LLC
90 NASSAU STREET, 5TH FLOOR
PRINCETON, NJ 08542-4520		     X    

Signatures

/s/ Pasquale De Angelis as Attorney-in-Fact 12/23/2008
**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) Such securities are owned by ProQuest Investments II, L.P. ("Investments II"), of which ProQuest Associates II LLC ("Associates II") is the general partner.
(2) The principal and accrued interest under the convertible notes will become due and payable upon the earlier of (i) demand by the holder on or after November 26, 2008 or (ii) any Change of Control, as defined in the convertible notes.
(3) The principal and accrued interest under the convertible notes will become due and payable upon the earlier of (i) demand by the holder on or after April 15, 2009 or (ii) any Change of Control, as defined in the convertible notes.

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