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

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                                (Amendment No.)*

                            Compex Technologies, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    204513105
                                 (CUSIP Number)

                              Michael Emanuel, Esq.
                          c/o Loeb Partners Corporation
                  61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
 (Name, address and Telephone Number of Person Authorized to Receive Notices
                                and Communications)

                                January 31, 2006
             (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  which is the subject of this  Schedule 13D, and is filing this
schedule  because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check
the  following  box if a fee is being  paid  with  statement  [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  is Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.) Note:  Six copies of this  statement,  including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent. *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  remained  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).


                                  SCHEDULE 13D

CUSIP NO. 88715110

1  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Partners Corporation

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a) [X]

                                                              (b) [ ]
3  SEC USE ONLY
4  SOURCE OF FUNDS*

         WC, O

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     [    ]
    PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware

NUMBER OF         7  SOLE VOTING POWER
SHARES               29,660 Shares of Common stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY                ---------
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            29,660 Shares of Common stock
PERSON WITH      10  SHARED DISPOSITIVE POWER
                         ---------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           29,660 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)
         0.23%

14 TYPE OF REPORTING PERSON*
         CO, BD, IA


                                  SCHEDULE 13D
CUSIP NO. 887151108

1  NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Arbitrage Fund

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a) [X]

                                                              (b) [ ]
3  SEC USE ONLY

4  SOURCE OF FUNDS

         WC, O

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED            [  ]
     PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION

         New York

NUMBER OF         7  SOLE VOTING POWER
SHARES               673,654 Shares of Common stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY                   -----
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            673,654 Shares of Common stock
PERSON WITH      10  SHARED DISPOSITIVE POWER
                           -----

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             673,654 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)
           5.34%

14 TYPE OF REPORTING PERSON*
           PN, BD


                                  SCHEDULE 13D

CUSIP NO. 887151108

1  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Offshore Fund Ltd.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a) [X]

                                                              (b) [ ]
3  SEC USE ONLY

4  SOURCE OF FUNDS*

         WC, O

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     [    ]
    PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
         Cayman Islands

NUMBER OF         7  SOLE VOTING POWER
SHARES               125,186 Shares of Common stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY                  --------
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            125,186 Shares of Common stock
PERSON WITH      10  SHARED DISPOSITIVE POWER
                           -------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          125,186 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)
         0.99%

14 TYPE OF REPORTING PERSON*
         CO

Item 1.  Security and Issuer.
------   -------------------

This statement refers to the Common Stock of Compex Technologies, Inc., 1811 Old
Highway 8, New Brighton, MN., 55112.

Item 2.  Identity and Background.
------   -----------------------

Loeb Arbitrage Fund ("LAF"),  61 Broadway,  New York, New York,  10006, is a New
York limited partnership. It is a registered broker/dealer.  Its general partner
is Loeb Arbitrage Management,  Inc., ("LAM"), a Delaware  corporation,  with the
same  address.  Its President is Gideon J. King.  The other  officers of LAM are
Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine,  Vice
President,  Edward  J.  Campbell,  Vice  President.  Loeb  Partners  Corporation
("LPC"), 61 Broadway,  New York, New York, 10006, is a Delaware corporation.  It
is a registered  broker/dealer and a registered  investment  adviser.  Thomas L.
Kempner is its President and a director and its Chief Executive Officer.  Norman
N. Mintz is a Vice  President  and also a director.  Gideon J. King is Executive
Vice President.  Loeb Holding Corporation  ("LHC"), a Maryland  corporation,  61
Broadway,  New York,  New York,  10006 is the sole  stockholder  of LAM and LPC.
Thomas L. Kempner is its President and a director as well as its Chief Executive
Officer and majority  stockholder.  Norman N. Mintz and Peter A. Tcherepnine are
also directors.  Loeb Offshore Fund, Ltd.,  ("LOF") is a Cayman Islands exempted
company.  Loeb Offshore Management,  LLC ("LOM") is a Delaware limited liability
company,  a  registered  investment  adviser and is wholly owned by Loeb Holding
Corporation.  It is the investment  adviser of LOF. Gideon J. King and Thomas L.
Kempner are  Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is
a Delaware  limited  partnership  whose  general  partner is LAM.  Loeb Marathon
Offshore Fund Ltd.  ("LMOF") is a Cayman Islands  exempted  company.  LOM is the
investment  adviser of LMOF.  All of the  individuals  named are  United  States
citizens.  None have been,  within the last five years,  convicted in a criminal
proceeding  (excluding  traffic  violations or similar  misdemeanors)  or been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction  and as a  result  of  such  proceeding  been or are  subject  to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating  activities subject to, federal or state securities laws or finding
any violations with respect to such laws.

Item 3.   Source and Amount of Funds or Other Compensation.
------    ------------------------------------------------
Shares of Common  Stock were  acquired  by LAF,  LPC and LOF in margin  accounts
maintained with Bear Stearns Securities Corp.

Item 4.   Purpose of Transaction.
------    ----------------------

LAF, LPC and LOF ("Loeb") had acquired shares of Common Stock through  purchases
and  bond  conversions  for  investment  purposes.   Loeb  reserves  the  right,
consistent with applicable law, to acquire  additional  securities of the Issuer
(whether  through open market  purchases,  block trades,  private  acquisitions,
tender or exchange offers or otherwise).

Loeb may in the future take actions with respect to any investment in the Issuer
as  it  deems  appropriate   including,   without   limitation,   seeking  Board
representation, making proposals to the Issuer concerning the capitalization and
operations of the Issuer,  purchasing  additional Common Stock,  selling some or
all of its Common Stock,  engaging in short selling of or any hedging or similar
transaction with respect to the Common Stock or changing its intention partially
or entirely with respect to any and all matters referred to in Item 4.

Item 5.  Interest in Securities of the Issuer.
------   ------------------------------------

(a) The persons  reporting  hereby owned the following shares of Common Stock as
of January 31, 2006.

                                    Shares of Common Stock

Loeb Arbitrage Fund                       673,654
Loeb Partners Corporation                  29,660
Loeb Offshore Fund Ltd.                   125,186
                                         -------
                                          828,500

The total shares of Common Stock constitutes 6.56% of the 12,626,000 outstanding
shares of Common Stock as reported by the Issuer.

(b) See paragraph (a) above.
(c) The following sale of Common Stock has been made in the last sixty (60) days
by the following:

                                   Purchases of Common Stock

Holder                            Date      Shares     Average Price
Loeb Partners Corp.           12-05-05        1217             $6.84
                              12-06-06         334              6.91
                              12-30-05         618              6.62
                              01-19-06         665              6.97
                              01-20-06        1347              7.11
                              01-23-06        1662              7.04
                              01-24-06        3325              7.11
                              01-25-06        1662              7.17
                              01-26-06        2899              7.19
                              01-27-06        3600              7.21
                              01-30-06        1562              7.27
                              01-31-06         457              7.29
                              01-31-06        1800              7.32
                              02-01-06        1800              7.40
                              02-02-06        1800              7.35
                              02-06-06         791              7.60
                              02-06-06        1640              7.35

Holder                            Date      Shares     Average Price
Loeb Arbitrage Fund           12-05-05        5843             $6.84
                              12-06-05        4098              6.91
                              12-30-05        6065              6.62
                              01-19-06        8110              6.97
                              01-20-06       16463              7.09
                              01-23-06       20275              7.03
                              01-24-06       40550              7.11
                              01-25-06       20275              7.17
                              01-26-06       83937              7.18
                              01-27-06       81730              7.21
                              01-30-06       35471              7.27
                              01-31-06       10380              7.29
                              01-31-06       40865              7.31
                              02-01-06       40865              7.39
                              02-02-06       40865              7.35
                              02-06-06       37478              7.34
                              02-06-06       17970              7.60

Holder                            Date      Shares     Average Price
Loeb Offshore Fund            12-05-05        2940             $6.84
                              12-06-05         568              6.91
                              12-30-06        3317              6.62
                              01-19-06        1225              6.97
                              01-20-06        2487              7.09
                              01-23-06        3063              7.03
                              01-24-06        6125              7.11
                              01-25-06        3063              7.17
                              01-26-05       13164              7.18
                              01-27-06       14670              7.21
                              01-30-06        6367              7.27
                              01-31-06        1863              7.29
                              01-31-06        7335              7.31
                              02-01-06        7335              7.39
                              02-02-06        7335              7.35
                              02-06-06        3339              7.60
                              02-06-06       10882              7.34

                                     Sales of Common Stock

Holder                            Date      Shares     Average Price
Loeb Partners Corp.           01-09-06        1663             $6.42


Holder                            Date      Shares     Average Price
Loeb Arbitrage Fund           01-09-06       20274             $6.42


Holder                            Date      Shares     Average Price
Loeb Offshore Fund            01-09-06        3063             $6.42



All reported transactions were effected on Nasdaq.

(d) Not applicable.

(e). Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer.

                  None.

Item 7.  Materials to be Filed as Exhibits.

                  None.

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.

February 6, 2006                           Loeb Partners Corporation


                                       By: /s/ Gideon J. King
                                               Executive Vice President

February 6, 2006                          Loeb Arbitrage Fund
                                       By: Loeb Arbitrage Management, Inc., G.P.


                                       By: /s/ Gideon J. King
                                               President

February 6, 2006                           Loeb Offshore Fund Ltd.



                                        By: /s/ Gideon J. King
                                                Director