	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

NeurogesX, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

641252101

(CUSIP Number)

December 29, 2009

(Date of Event Which Requires Filing of this Statement)

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

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	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).

CUSIP No. 641252101

	1	Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only) Montreux Equity Partners II SBIC, L.P.

	2	Check the Appropriate Box if a Member of a Group*
		(a)		o
		(b)		x (1)

	3	SEC Use Only

	4	Citizenship or Place of Organization California, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares

			6		Shared Voting Power 771, 199 shares of Common Stock (2)

			7		Sole Dispositive Power 0 shares

			8		Shared Dispositive Power 771, 199 shares of Common Stock (2)

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 771, 199 shares of Common Stock (2)

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

	11	Percent of Class Represented by Amount in Row 9 4.35% (3)

	12	Type of Reporting Person* PN

(1)	This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and, collectively with MEP II, MEP III, MEM II, MEM III, and Palefsky, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)	Includes (i) 365,099 shares held by MEP II; and (ii) 406,100 shares held by MEP III. MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein. MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.
(3)	This percentage is calculated based upon 17,725,959 shares of Common Stock outstanding as of February 26, 2010, as set forth in the Issuer’s most recent Form 10-K filed with the Securities and Exchange Commission on March 19, 2010.

CUSIP No. 641252101

	1	Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only) Montreux Equity Management II SBIC, LLC

	2	Check the Appropriate Box if a Member of a Group*
		(a)		o
		(b)		x (1)

	3	SEC Use Only

	4	Citizenship or Place of Organization California, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares

			6		Shared Voting Power 771, 199 shares of Common Stock (2)

			7		Sole Dispositive Power 0 shares

			8		Shared Dispositive Power 771, 199 shares of Common Stock (2)

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 771, 199 shares of Common Stock (2)

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

	11	Percent of Class Represented by Amount in Row 9 4.35% (3)

	12	Type of Reporting Person* OO

(1)	This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and, collectively with MEP II, MEP III, MEM II, MEM III, and Palefsky, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)	Includes (i) 365,099 shares held by MEP II; and (ii) 406,100 shares held by MEP III. MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein. MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.
(3)	This percentage is calculated based upon 17,725,959 shares of Common Stock outstanding as of February 26, 2010, as set forth in the Issuer’s most recent Form 10-K filed with the Securities and Exchange Commission on March 19, 2010.

CUSIP No. 641252101

	1	Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only) Montreux Equity Partners III SBIC, L.P.

	2	Check the Appropriate Box if a Member of a Group*
		(a)		o
		(b)		x (1)

	3	SEC Use Only

	4	Citizenship or Place of Organization California, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares

			6		Shared Voting Power 771, 199 shares of Common Stock (2)

			7		Sole Dispositive Power 0 shares

			8		Shared Dispositive Power 771, 199 shares of Common Stock (2)

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 771, 199 shares of Common Stock (2)

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

	11	Percent of Class Represented by Amount in Row 9 4.35% (3)

	12	Type of Reporting Person* PN

(1)	This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and, collectively with MEP II, MEP III, MEM II, MEM III, and Palefsky, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)	Includes (i) 365,099 shares held by MEP II; and (ii) 406,100 shares held by MEP III. MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein. MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.
(3)	This percentage is calculated based upon 17,725,959 shares of Common Stock outstanding as of February 26, 2010, as set forth in the Issuer’s most recent Form 10-K filed with the Securities and Exchange Commission on March 19, 2010.

CUSIP No. 641252101

	1	Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only) Montreux Equity Management III SBIC, LLC

	2	Check the Appropriate Box if a Member of a Group*
		(a)		o
		(b)		x (1)

	3	SEC Use Only

	4	Citizenship or Place of Organization California, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares

			6		Shared Voting Power 771, 199 shares of Common Stock (2)

			7		Sole Dispositive Power 0 shares

			8		Shared Dispositive Power 771, 199 shares of Common Stock (2)

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 771, 199 shares of Common Stock (2)

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

	11	Percent of Class Represented by Amount in Row 9 4.35% (3)

	12	Type of Reporting Person* OO

(1)	This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and, collectively with MEP II, MEP III, MEM II, MEM III, and Palefsky, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)	Includes (i) 365,099 shares held by MEP II; and (ii) 406,100 shares held by MEP III. MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein. MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.
(3)	This percentage is calculated based upon 17,725,959 shares of Common Stock outstanding as of February 26, 2010, as set forth in the Issuer’s most recent Form 10-K filed with the Securities and Exchange Commission on March 19, 2010.

CUSIP No. 641252101

	1	Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only) Daniel K. Turner III

	2	Check the Appropriate Box if a Member of a Group*
		(a)		o
		(b)		x (1)

	3	SEC Use Only

	4	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares

			6		Shared Voting Power 771, 199 shares of Common Stock (2)

			7		Sole Dispositive Power 0 shares

			8		Shared Dispositive Power 771, 199 shares of Common Stock (2)

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 771, 199 shares of Common Stock (2)

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

	11	Percent of Class Represented by Amount in Row 9 4.35% (3)

	12	Type of Reporting Person* IN

(1)	This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and, collectively with MEP II, MEP III, MEM II, MEM III, and Palefsky, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)	Includes (i) 365,099 shares held by MEP II; and (ii) 406,100 shares held by MEP III. MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein. MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.
(3)	This percentage is calculated based upon 17,725,959 shares of Common Stock outstanding as of February 26, 2010, as set forth in the Issuer’s most recent Form 10-K filed with the Securities and Exchange Commission on March 19, 2010.

CUSIP No. 641252101

	1	Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only) Howard D. Palefsky

	2	Check the Appropriate Box if a Member of a Group*
		(a)		o
		(b)		x (1)

	3	SEC Use Only

	4	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares

			6		Shared Voting Power 771, 199 shares of Common Stock (2)

			7		Sole Dispositive Power 0 shares

			8		Shared Dispositive Power 771, 199 shares of Common Stock (2)

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 771, 199 shares of Common Stock (2)

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o

	11	Percent of Class Represented by Amount in Row 9 4.35% (3)

	12	Type of Reporting Person* IN

(1)	This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and, collectively with MEP II, MEP III, MEM II, MEM III, and Palefsky, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)	Includes (i) 365,099 shares held by MEP II; and (ii) 406,100 shares held by MEP III. MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein. MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.
(3)	This percentage is calculated based upon 17,725,959 shares of Common Stock outstanding as of February 26, 2010, as set forth in the Issuer’s most recent Form 10-K filed with the Securities and Exchange Commission on March 19, 2010.

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of NeurogesX, Inc. (the “Issuer”).

Item 1
	(a)	Name of Issuer NeurogesX, Inc.
	(b)	Address of Issuer’s Principal Executive Offices: 2215 Bridgepointe Parkway, Suite 200 San Mateo, California

Item 2
	(a)	Name of Person(s) Filing: Montreux Equity Partners II SBIC, L.P. (“MEP II”) Montreux Equity Management II SBIC, LLC (“MEM II”) Montreux Equity Partners III SBIC, L.P. (“MEP III”) Montreux Equity Management III SBIC, LLC (“MEM III”) Howard D. Palefsky (“Palefsky”) Daniel K. Turner III (“Turner”)
	(b)	Address of Principal Business Office: c/o Montreux Equity Partners 3000 Sand Hill Road Building 1, Suite 260 Menlo Park, California 94025
	(c)	Citizenship:
		Entities:	MEP II	-	California, United States of America
			MEM II	-	California, United States of America
			MEP III	-	California, United States of America
			MEM III	-	California, United States of America
		Individuals:	Palefsky	-	United States of America
			Turner	-	United States of America
	(d)	Title of Class of Securities: Common Stock
	(e)	CUSIP Number: 641252101

Item 3	Not applicable.

Item 4	Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Reporting Persons	Shares Held Directly	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Beneficial Ownership	Percentage of Class (2)

MEP II	365,099	0	771, 199	0	771, 199	771, 199	4.35	%
MEM II	0	0	771, 199	0	771, 199	771, 199	4.35	%
MEP III	406,100	0	771, 199	0	771, 199	771, 199	4.35	%
MEM III	0	0	771, 199	0	771, 199	771, 199	4.35	%
Palefsky	0	0	771, 199	0	771, 199	771, 199	4.35	%
Turner	0	0	771, 199	0	771, 199	771, 199	4.35	%

(1)

MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein. MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.

(2)

This percentage is calculated based upon 17,725,959 shares of Common Stock outstanding as of February 26, 2010, as set forth in the Issuer’s most recent Form 10-K filed with the Securities and Exchange Commission on March 19, 2010.

Item 5	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof, the reporting persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Item 6	Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.

Item 8	Identification and Classification of Members of the Group.
Not applicable.

Item 9	Notice of Dissolution of Group.
Not applicable.

Item 10	Certification.
Not applicable.

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: March 29, 2010	MONTREUX EQUITY PARTNERS II SBIC, L.P.
	By MONTREUX EQUITY MANAGEMENT II SBIC, LLC,
	its general partner

	By:	/s/ Daniel K. Turner III
		Name: Daniel K. Turner
		Title: Managing Member


Dated: March 29, 2010	MONTREUX EQUITY MANAGEMENT II SBIC, LLC


	By:	/s/ Daniel K. Turner III
		Name: Daniel K. Turner
		Title: Managing Member


Dated: March 29, 2010	MONTREUX EQUITY PARTNERS III SBIC, L.P.
	By MONTREUX EQUITY MANAGEMENT III SBIC, LLC,
	its general partner

	By:	/s/ Daniel K. Turner III
		Name: Daniel K. Turner
		Title: Managing Member


Dated: March 29, 2010	MONTREUX EQUITY MANAGEMENT III SBIC, LLC


	By:	/s/ Daniel K. Turner III
		Name: Daniel K. Turner
		Title: Managing Member


Dated: March 29, 2010	HOWARD D. PALEFSKY

	/s/ Howard D. Palefsky


Dated: March 29, 2010	DANIEL K. TURNER III

	/s/ Daniel K. Turner III

Exhibit(s):

A - Joint Filing Statement

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of NeurogesX, Inc. is filed on behalf of each of us.

Dated: March 29, 2010	MONTREUX EQUITY PARTNERS II SBIC, L.P.
	By MONTREUX EQUITY MANAGEMENT II SBIC, LLC,
	its general partner

	By:	/s/ Daniel K. Turner III
		Name: Daniel K. Turner III
		Title: Managing Member


Dated: March 29, 2010	MONTREUX EQUITY MANAGEMENT II SBIC, LLC


	By:	/s/ Daniel K. Turner III
		Name: Daniel K. Turner III
		Title: Managing Member


Dated: March 29, 2010	MONTREUX EQUITY PARTNERS III SBIC, L.P.
	By MONTREUX EQUITY MANAGEMENT III SBIC, LLC,
	its general partner

	By:	/s/ Daniel K. Turner III
		Name: Daniel K. Turner III
		Title: Managing Member


Dated: March 29, 2010	MONTREUX EQUITY MANAGEMENT III SBIC, LLC


	By:	/s/ Daniel K. Turner III
		Name: Daniel K. Turner III
		Title: Managing Member


Dated: March 29, 2010	HOWARD D. PALEFSKY

	/s/ Howard D. Palefsky


Dated: March 29, 2010	DANIEL K. TURNER III

	/s/ Daniel K. Turner III

MONTREUX EQUITY PARTNERS II SBIC LP SC 13G/A