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 *
  MARTIN WILLIAM C
2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2011
3. Issuer Name and Ticker or Trading Symbol
DERMA SCIENCES, INC. [DSCI]
(Last)
(First)
(Middle)
254 WITHERSPOON STREET
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
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, par value $0.01 330,328
I (1)
By Raging Capital Fund (QP), LP (2)
Common Stock, par value $0.01 353,865
I (1)
By Raging Capital Fund, LP (3)
Common Stock, par value $0.01 1,500
D (1)
 

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
Series O Warrants (right to buy)   (6) 02/22/2015 Common Stock 57,900 $ 5.5 I (1) By Raging Capital Fund (QP), LP (4)
Series O Warrants (right to buy)   (6) 02/22/2015 Common Stock 70,766 $ 5.5 I (1) By Raging Capital Fund, LP (5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARTIN WILLIAM C
254 WITHERSPOON STREET
PRINCETON, NJ 08542
    X    
Raging Capital Management, LLC
254 WITHERSPOON STREET
PRINCETON, NJ 08542
    X    
Raging Capital Fund, LP
254 WITHERSPOON STREET
PRINCETON, NJ 08542
      See explanation of responses
Raging Capital Fund (QP), LP
254 WITHERSPOON STREET
PRINCETON, NJ 08542
      See explanation of responses

Signatures

By: /s/ William C. Martin 05/10/2011
**Signature of Reporting Person Date

By: Raging Capital Management, LLC, By: /s/ William C. Martin, Managing Member 05/10/2011
**Signature of Reporting Person Date

By: Raging Capital Fund, LP, By: Raging Capital Management, LLC, General Partner, By: /s/ William C. Martin, Managing Member 05/10/2011
**Signature of Reporting Person Date

By: Raging Capital Fund (QP), LP, By: Raging Capital Management, LLC, General Partner, By: /s/ William C. Martin, Managing Member 05/10/2011
**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) This Form 3 is filed jointly by Raging Capital Fund, LP ("Raging Capital Fund"), Raging Capital Fund (QP), LP ("Raging Capital Fund QP"), Raging Capital Management, LLC ("Raging Capital") and William C. Martin (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
(2) Represents shares of Common Stock owned directly by Raging Capital Fund QP. As the general partner of Raging Capital Fund QP, Raging Capital may be deemed to beneficially own the shares of Common Stock owned directly by Raging Capital Fund QP. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the shares of Common Stock owned directly by Raging Capital Fund QP.
(3) Represents shares of Common Stock owned directly by Raging Capital Fund. As the general partner of Raging Capital Fund, Raging Capital may be deemed to beneficially own the shares of Common Stock owned directly by Raging Capital Fund. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the shares of Common Stock owned directly by Raging Capital Fund.
(4) Represents warrants owned directly by Raging Capital Fund QP. As the general partner of Raging Capital Fund QP, Raging Capital may be deemed to beneficially own the warrants owned directly by Raging Capital Fund QP. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the warrants owned directly by Raging Capital Fund QP.
(5) Represents warrants owned directly by Raging Capital Fund. As the general partner of Raging Capital Fund, Raging Capital may be deemed to beneficially own the warrants owned directly by Raging Capital Fund. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the warrants owned directly by Raging Capital Fund.
(6) The Series O Warrants are currenty exercisable.

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