UNITED STATES 		 SECURITIES AND EXCHANGE COMMISSION 			 Washington, D.C. 20549 			 SCHEDULE 13D 		 Under the Securities Exchange Act of 1934 			 (Amendment No. 2)* 			BluePhoenix Solutions, Ltd. 			 (Name of Issuer) 		Ordinary Shares, par value NIS $0.04 per share 			(Title of Class of Securities) 				 M20157109 			 (CUSIP Number) 			 Alexander B. Washburn 		 c/o Columbia Pacific Advisors, LLC 		 1910 Fairview Avenue East, Suite 500 			 Seattle, Washington 98102 	 (Name, Address and Telephone Number of Person Authorized to 		 Receive Notices and Communications) 				 June 27, 2012 	 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] * 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 disclosures provided in a prior cover page. The information required on 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. 	M20157109	 Schedule 13-D			 Page 2 of 10 1.	Names of Reporting Persons 	Columbia Pacific Opportunity Fund, L.P. (1) 2.	Check the Appropriate Box if a Member of a Group 	(a)	[ ] 	(b)	[X] 3.	SEC Use Only 4.	Source of Funds (See Instructions) WC 5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to 	Items 2(d) or 2(e) 6.	Citizenship or Place of Organization 	Washington 			7. Sole Voting Power 				1,733,936 shares of Common Stock (2) NUMBER OF SHARES		8. Shared Voting Power BENEFICIALLY 			0 shares of Common Stock OWNED BY EACH REPORTING PERSON		9. Sole Dispositive Power WITH				1,733,936 shares of Common Stock (2) 			10. Shared Dispositive Power 				0 shares of Common Stock 11.	Aggregate Amount Beneficially Owned by Each Reporting Person 	1,733,936 shares of Common Stock 12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	[ ] 13.	Percent of Class Represented by Amount in Row (11) 	26.86% (3) 14.	Type of Reporting Person 		PN (1) 	The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) 	Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,733,936 shares of Common Stock to which this Schedule 13D relates. (3)	Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as reported on the Company's Form 6-K filed on March 27, 2012. -------------------------------------------------------------------------------- Cusip No. 	M20157109	 Schedule 13-D			 Page 3 of 10 1.	Names of Reporting Persons 	Columbia Pacific Advisors, LLC (1) 2.	Check the Appropriate Box if a Member of a Group 	(a)	[ ] 	(b)	[X] 3.	SEC Use Only 4.	Source of Funds (See Instructions) AF 5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to 	Items 2(d) or 2(e) 6.	Citizenship or Place of Organization 	Washington 			7. Sole Voting Power 				1,733,936 shares of Common Stock (2) NUMBER OF SHARES		8. Shared Voting Power BENEFICIALLY 			0 shares of Common Stock OWNED BY EACH REPORTING PERSON		9. Sole Dispositive Power WITH				1,733,936 shares of Common Stock (2) 			10. Shared Dispositive Power 				0 shares of Common Stock 11.	Aggregate Amount Beneficially Owned by Each Reporting Person 	1,733,936 shares of Common Stock 12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	[ ] 13.	Percent of Class Represented by Amount in Row (11) 	26.86% (3) 14.	Type of Reporting Person IA (1) 	The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) 	Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,733,936 shares of Common Stock to which this Schedule 13D relates. (3)	Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as reported on the Company's Form 6-K filed on March 27, 2012. -------------------------------------------------------------------------------- Cusip No. 	M20157109	 Schedule 13-D			 Page 4 of 10 1.	Names of Reporting Persons 	Alexander B. Washburn (1) 2.	Check the Appropriate Box if a Member of a Group 	(a)	[ ] 	(b)	[X] 3.	SEC Use Only 4.	Source of Funds (See Instructions) AF 5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to 	Items 2(d) or 2(e) 6.	Citizenship or Place of Organization 	United States of America 			7. Sole Voting Power 				1,733,936 shares of Common Stock (2) NUMBER OF SHARES		8. Shared Voting Power BENEFICIALLY 			0 shares of Common Stock OWNED BY EACH REPORTING PERSON		9. Sole Dispositive Power WITH				1,733,936 shares of Common Stock (2) 			10. Shared Dispositive Power 				0 shares of Common Stock 11.	Aggregate Amount Beneficially Owned by Each Reporting Person 	1,733,936 shares of Common Stock 12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	[ ] 13.	Percent of Class Represented by Amount in Row (11) 	26.86% (3) 14.	Type of Reporting Person IN (1) 	The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) 	Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,733,936 shares of Common Stock to which this Schedule 13D relates. (3)	Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as reported on the Company's Form 6-K filed on March 27, 2012. -------------------------------------------------------------------------------- Cusip No. 	M20157109	 Schedule 13-D			 Page 5 of 10 1.	Names of Reporting Persons 	Daniel R. Baty (1) 2.	Check the Appropriate Box if a Member of a Group 	(a)	[ ] 	(b)	[X] 3.	SEC Use Only 4.	Source of Funds (See Instructions) AF 5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to 	Items 2(d) or 2(e) 6.	Citizenship or Place of Organization 	United States of America 			7. Sole Voting Power 				1,733,936 shares of Common Stock (2) NUMBER OF SHARES		8. Shared Voting Power BENEFICIALLY 			0 shares of Common Stock OWNED BY EACH REPORTING PERSON		9. Sole Dispositive Power WITH				1,733,936 shares of Common Stock (2) 			10. Shared Dispositive Power 				0 shares of Common Stock 11.	Aggregate Amount Beneficially Owned by Each Reporting Person 	1,733,936 shares of Common Stock 12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	[ ] 13.	Percent of Class Represented by Amount in Row (11) 	26.86% (3) 14.	Type of Reporting Person IN (1) 	The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) 	Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,733,936 shares of Common Stock to which this Schedule 13D relates. (3)	Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as reported on the Company's Form 6-K filed on March 27, 2012. -------------------------------------------------------------------------------- Cusip No. 	M20157109	 Schedule 13-D			 Page 6 of 10 1.	Names of Reporting Persons 	Stanley L. Baty (1) 2.	Check the Appropriate Box if a Member of a Group 	(a)	[ ] 	(b)	[X] 3.	SEC Use Only 4.	Source of Funds (See Instructions) AF 5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to 	Items 2(d) or 2(e) 6.	Citizenship or Place of Organization 	United States of America 			7. Sole Voting Power 				1,733,936 shares of Common Stock (2) NUMBER OF SHARES		8. Shared Voting Power BENEFICIALLY 			0 shares of Common Stock OWNED BY EACH REPORTING PERSON		9. Sole Dispositive Power WITH				1,733,936 shares of Common Stock (2) 			10. Shared Dispositive Power 				0 shares of Common Stock 11.	Aggregate Amount Beneficially Owned by Each Reporting Person 	1,733,936 shares of Common Stock 12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	[ ] 13.	Percent of Class Represented by Amount in Row (11) 	26.86% (3) 14.	Type of Reporting Person IN (1) 	The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) 	Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,733,936 shares of Common Stock to which this Schedule 13D relates. (3)	Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as reported on the Company's Form 6-K filed on March 27, 2012. -------------------------------------------------------------------------------- Cusip No. 	M20157109	 Schedule 13-D			 Page 7 of 10 1.	Names of Reporting Persons 	Brandon D. Baty (1) 2.	Check the Appropriate Box if a Member of a Group 	(a)	[ ] 	(b)	[X] 3.	SEC Use Only 4.	Source of Funds (See Instructions) AF 5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to 	Items 2(d) or 2(e) 6.	Citizenship or Place of Organization 	United States of America 			7. Sole Voting Power 				1,733,936 shares of Common Stock (2) NUMBER OF SHARES		8. Shared Voting Power BENEFICIALLY 			0 shares of Common Stock OWNED BY EACH REPORTING PERSON		9. Sole Dispositive Power WITH				1,733,936 shares of Common Stock (2) 			10. Shared Dispositive Power 				0 shares of Common Stock 11.	Aggregate Amount Beneficially Owned by Each Reporting Person 	1,733,936 shares of Common Stock 12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	[ ] 13.	Percent of Class Represented by Amount in Row (11) 	26.86% (3) 14.	Type of Reporting Person IN (1) 	The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) 	Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,733,936 shares of Common Stock to which this Schedule 13D relates. (3)	Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as reported on the Company's Form 6-K filed on March 27, 2012. -------------------------------------------------------------------------------- Cusip No. 	M20157109	 Schedule 13-D			 Page 8 of 10 				EXPLANATORY NOTE This Amendment No. 2 amends the Schedule 13D filed jointly by Columbia Pacific Opportunity Fund, L.P., a Washington limited partnership (the "Fund"), Columbia Pacific Advisors LLC, a Washington limited liability company (the "Adviser"), Alexander B. Washburn, a U.S. citizen, Daniel R. Baty, a U.S. citizen, Stanley L. Baty, a U.S. citizen, and Brandon D. Baty, a U.S. citizen (each a "Reporting Person" and collectively the "Reporting Persons") with the Securities and Exchange Commission on May 7, 2012; as amended on June 20, 2012 with respect to the Ordinary Shares, par value NIS $0.04 per share (the "Ordinary Shares"), of BluePhoenix Solutions, Ltd., an Israel corporation (the "Company"). 	Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty serve as the managing members of the Adviser, which is primarily responsible for all investment decisions regarding the Fund's investment portfolio. The Shares reported herein are held in the portfolio of the Fund. Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a "group" for any purpose and the Reporting Persons expressly disclaim membership in a group. Item 5.	Interest in Securities of the Company The responses set forth in Items 5(a) and 5(c) of the Schedule 13D are hereby replaced in their entirety by the following: (a) As of July 6, 2012, the Reporting Persons may be deemed to beneficially own an aggregate of 1,733,936 Ordinary Shares, which constitutes 26.86% of the total number of Ordinary Shares outstanding as of March 22, 2012, as reported on the Company's Form 6-K filed on March 27, 2012. (c) The trading dates, number of shares purchased and price per share for all transactions in the Ordinary Shares during the past 60 days by the Reporting Persons on behalf of the Fund were all affected in unsolicited broker transactions in the open-market as set forth in Exhibit A. Item 7.	Material to Be Filed as Exhibits Exhibit A: Schedule of Transactions in the Ordinary Shares by the Fund during the past 60 days. -------------------------------------------------------------------------------- Cusip No. 	M20157109	 Schedule 13-D			 Page 9 of 10 				SIGNATURES 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: July 6, 2012		COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. 				/s/ Alexander B. Washburn 			By: 	Alexander B. Washburn 			Title: 	Managing Member of 				Columbia Pacific Advisors, LLC, its 				general partner Dated: July 6, 2012		COLUMBIA PACIFIC ADVISORS, LLC 				/s/ Alexander B. Washburn 			By: 	Alexander B. Washburn 			Title: 	Managing Member Dated: July 6, 2012		/s/ Alexander B. Washburn 				Alexander B. Washburn Dated: July 6, 2012		/s/ Daniel R. Baty 				Daniel R. Baty Dated: July 6, 2012		/s/ Stanley L. Baty 				Stanley L. Baty Dated: July 6, 2012		/s/ Brandon D. Baty 				Brandon D. Baty -------------------------------------------------------------------------------- Cusip No. 	M20157109	 Schedule 13-D			 Page 10 of 10 				Exhibit A TRANSACTIONS IN THE ORDINARY SHARES BY THE FUND DURING THE PAST 60 DAYS Date		Transaction	Shares		Price 05/15/2012		BUY	31,804		2.0009 05/16/2012		BUY	 3,900		2.0336 05/17/2012		BUY	 1,600		2.0521 05/18/2012		BUY	 5,700		2.096 05/21/2012		BUY	 2,900		2.1329 05/22/2012		BUY	 400		2.19 05/24/2012		BUY	 1,000		2.143 05/25/2012		BUY	 200		2.14 05/29/2012		BUY	 8,491		2.1507 05/30/2012		BUY	 500		2.19 05/31/2012		BUY	 1,100		2.1673 06/01/2012		BUY	 200		2.295 06/04/2012		BUY	 1,725		2.0909 06/05/2012		BUY	 1,000		2.077 06/06/2012		BUY	 600		2.0504 06/07/2012		BUY	 300		1.9975 06/08/2012		BUY	 900		1.9811 06/11/2012		BUY	20,900		1.9224 06/12/2012		BUY	23,059		2.0671 06/13/2012		BUY	35,997		2.2024 06/14/2012		BUY	13,600		2.2275 06/15/2012		BUY	 9,800		2.3119 06/18/2012		BUY	 9,178		2.3053 06/19/2012		BUY	18,545		2.3493 06/20/2012		BUY	18,865		2.3656 06/21/2012		BUY	 9,250		2.3514 06/22/2012		BUY	16,500		2.4149 06/25/2012		BUY	 1,300		2.3954 06/26/2012		BUY	 7,099		2.4187 06/27/2012		BUY	21,777		2.4579 06/28/2012		BUY	 6,100		2.4515 06/29/2012		BUY	31,400		2.5969 07/02/2012		BUY	 800		2.6187 07/03/2012		BUY	 6,400		2.6855 07/06/2012		BUY	 1,600		2.7906