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

	SCHEDULE 13G
(Amendment No. ___)

	Under the Securities Exchange Act of 1934


Discovery Partners International, Inc.
	(Name of Issuer)

Common stock, $.001 par value
	(Title of Class of Securities)

254675101
	(CUSIP Number)


October 31, 2005
(Date of Event which Requires
Filing of this Statement)


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

    [X]  Rule 13d-1(b)
    [ ]  Rule 13d-1(c)
    [ ]  Rule 13d-1(d)

*The remainder of this cover page shall be filled out or 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. 254675101	SCHEDULE 13G	Page 2 of 6


1	Name of Reporting Person	Eliot Rose Asset Management, LLC
	IRS Identification No. of Above Person	04-3649045

2	Check the Appropriate Box if a Member of a Group
			(a)	[ ]
			(b)	[ ] 

3	SEC USE ONLY


4	Citizenship or Place of Organization

		Rhode Island

			5	Sole Voting Power

				-0-

	NUMBER OF	6	Shared Voting Power
	SHARES
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING	7	Sole Dispositive Power
	PERSON WITH
				1,419,135

		8	Shared Dispositive Power

				-0-

9	Aggregate Amount Beneficially Owned by each Reporting 
Person

	1,419,135

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

11	Percent of Class Represented by Amount in Row 9

	5.42%

12	Type of Reporting Person*

	OO, IA


CUSIP No. 254675101	SCHEDULE 13G	Page 3 of 6


1	Name of Reporting Person	Gary S. Siperstein
	IRS Identification No. of Above Person	

2	Check the Appropriate Box if a Member of a Group
			(a)	[ ]
			(b)	[ ] 

3	SEC USE ONLY


4	Citizenship or Place of Organization

		United States

			5	Sole Voting Power

				-0-

	NUMBER OF	6	Shared Voting Power
	SHARES
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING	7	Sole Dispositive Power
	PERSON WITH
				1,419,135

		8	Shared Dispositive Power

				-0-

9	Aggregate Amount Beneficially Owned by each Reporting 
Person

	1,419,135

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

11	Percent of Class Represented by Amount in Row 9

	5.42%

12	Type of Reporting Person*

	IN



 CUSIP No. 254675101	SCHEDULE 13G	Page 4 of 6


Item 1(a).	Name of Issuer. 

	Discovery Partners International, Inc.

Item 1(b).	Address of Issuer's Principal Executive Offices. 

	9640 Towne Centre Drive, San Diego, CA  92121

Item 2(a).	Names of Persons Filing. 

	Eliot Rose Asset Management, LLC and Gary S. Siperstein.

Item 2(b).	Address of Principal Business Office or, if none, 
Residence. 

	The office address for Eliot Rose Asset Management, LLC and 
Gary S. Siperstein is 10 Weybosset Street, Suite 401, 
Providence, RI  02903

Item 2(c).	Citizenship. 

	Eliot Rose Asset Management, LLC is a Rhode Island limited 
liability company, Gary S. Siperstein is a United States 
citizen.

Item 2(d).	Title of Class of Securities. 

	Common stock, $.001 par value

Item 2(e).	CUSIP Number. 

	254675101

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

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

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

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

(e)  [X] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).


CUSIP No. 254675101	SCHEDULE 13G	Page 5 of 6

 (f)  [ ] An employee benefit plan or endowment fund in 
accordance with 240.13d-1(b)(1)(ii)(F).


(g)  [ ] A parent holding company or control person in 
accordance with 240.13b-1(b)(1)(ii)(G.

(h)  [ ] A savings association as defined in Section 3(b) of 
the Federal Deposit Insurance Act (12 U.S.C. 1813).  

(i)  [ ] A church plan that is excluded form 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)  [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Section 240.13d-1(c), 
check this box [x]

Item 4.	Ownership. 

	Reference is made hereby made to Items 5-9 and 11 of pages 
two (2) and three (3) of this Schedule 13G, which Items are 
incorporated by reference herein.  

Item 5.	Ownership of Five Percent or Less of a Class. 

	Not applicable.

Item 6.	Ownership of More Than Five Percent on Behalf of 
Another Person. 

	Eliot Rose Asset Management, LLC is deemed to be the 
beneficial owner of the number of securities reflected in Item 
5-9 and 11 of page two (2) of this Schedule 13G pursuant to 
separate arrangements whereby it acts as investment adviser to 
certain persons.  Each person for whom Eliot Rose Asset 
Management, LLC acts as investment adviser has the right to 
receive or the power to direct the receipt of dividends from, 
or the proceeds from the sale of, the common stock purchased or 
held pursuant to such arrangements.  Gary S. Siperstein is 
deemed to be the beneficial owner of the number of securities 
reflected in Items 5-9 and 11 on page three (3) of this 
Schedule 13G pursuant to his ownership interest in Eliot Rose 
Asset Management, LLC.

Item 7.	Identification and Classification of the Subsidiary 
which Acquired the Security Being Reported on by the Parent 
Holding Company. 

	Not applicable. 


CUSIP No. 254675101	SCHEDULE 13G	Page 6 of 6

Item 8.	Identification and Classification of Members of the 
Group. 

	Not applicable. 

Item 9.	Notice of Dissolution of Group. 

	Not applicable. 

Item 10.	Certification. 

	By signing below, Eliot Rose Asset Management, LLC and Gary 
S. Siperstein certify that, to the best of their knowledge and 
belief, the securities referred to above on page two (2) and 
three (3), respectively, of this Schedule 13G were acquired and 
are held in the ordinary course of business and were not 
acquired and are not held for the purpose of or with the effect 
of changing or influencing the control of the issuer of the 
securities and were not acquired and are not held in connection 
with or as a participant in any transaction having that purpose 
or effect.  

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:	November 11, 2005

	Eliot Rose Asset Management, LLC



	/s/ Gary S. Siperstein
	_____________________________
	By:  Gary S. Siperstein
	its: Managing Member

	Gary S. Siperstein



	/s/ Gary S. Siperstein
	_____________________________
	By:  Gary S. Siperstein