UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number: 3235-0145

Washington, D.C. 20549

Expires: February 28, 2009

Estimated average burden

SCHEDULE 13G

hours per response. . 11

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 03760F100

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)
Sheryl Stein

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
USA

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
368,400

6.

Shared Voting Power
520,070

7.

Sole Dispositive Power
368,400

8.

Shared Dispositive Power
520,070

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
888,470

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.3%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
APOGEE TECHNOLOGY, INC.

(b)

Address of Issuer’s Principal Executive Offices
129 Morgan Drive

Norwood, Massachusetts  02062

Item 2.

(a)

Name of Person Filing
Sheryl Stein

(b)

Address of Principal Business Office or, if none, Residence
150 East 57th Street

New York, New York 10022

(c)

Citizenship
USA

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
03760F100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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.

(a)

Amount beneficially owned:   

888,470

(b)

Percent of class:   

7.3%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

368,4000,400

(ii)

Shared power to vote or to direct the vote    

520,070

(iii)

Sole power to dispose or to direct the disposition of   

368,400

(iv)

Shared power to dispose or to direct the disposition of   

520,070

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable

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 or Control Person

Acquired the Security Being Reported on by the Parent Holding Company

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

February 16, 2009

Date

/s/ Sheryl Stein

Signature

Sheryl Stein

Name/Title