SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JONES EVAN/ FA

(Last)

(First)

(Middle)

C/O DIGENE CORPORATION

1201 CLOPPER ROAD

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIGENE CORP [ DIGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2004		M		32,700	A	$9.35	83,210	D⁽¹⁾
Common Stock	03/01/2004		S		7,775	D	$38	75,435	D
Common Stock	03/01/2004		S		6,552	D	$38.001	68,883	D
Common Stock	03/01/2004		S		240	D	$38.004	68,643	D
Common Stock	03/01/2004		S		2,650	D	$38.0017	65,993	D
Common Stock	03/01/2004		S		133	D	$38.0027	65,860	D
Common Stock	03/01/2004		S		50	D	$38.01	65,810	D
Common Stock	03/01/2004		S		50	D	$38.02	65,760	D
Common Stock	03/01/2004		S		100	D	$38.03	65,660	D
Common Stock	03/01/2004		S		49	D	$38.04	65,611	D
Common Stock	03/01/2004		S		3,950	D	$38.0494	61,661	D
Common Stock	03/01/2004		S		1,148	D	$38.05	60,513	D
Common Stock	03/01/2004		S		500	D	$38.0508	60,013	D
Common Stock	03/01/2004		S		550	D	$38.0509	59,463	D
Common Stock	03/01/2004		S		1,661	D	$38.051	57,802	D
Common Stock	03/01/2004		S		150	D	$38.0517	57,652	D
Common Stock	03/01/2004		S		1,312	D	$38.0526	56,340	D
Common Stock	03/01/2004		S		62	D	$38.0577	56,278	D
Common Stock	03/01/2004		S		138	D	$38.0591	56,140	D
Common Stock	03/01/2004		S		203	D	$38.07	55,937	D
Common Stock	03/01/2004		S		100	D	$38.08	55,837	D
Common Stock	03/01/2004		S		592	D	$38.1035	55,245	D
Common Stock	03/01/2004		S		38	D	$38.14	55,207	D
Common Stock	03/01/2004		S		93	D	$38.23	55,114	D
Common Stock	03/01/2004		S		50	D	$38.231	55,064	D
Common Stock	03/01/2004		S		200	D	$38.2355	54,864	D
Common Stock	03/01/2004		S		250	D	$38.2411	54,614	D
Common Stock	03/01/2004		S		1,752	D	$38.25	52,862	D
Common Stock	03/01/2004		S		547	D	$38.2504	52,315	D
Common Stock	03/01/2004		S		507	D	$38.2594	51,808	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option - right to buy	$9.35	03/01/2004		M			32,700	02/01/2001	03/26/2006	Common Stock	32,700	$0	74,314	D

Explanation of Responses:

1. The reporting person is also the indirect owner of 144,676 shares owned by his wife, to which he disclaims beneficial ownership, and 3,871,401 shares held by a partnership of which he is a general partner.

	/s/ Scott Horst as attorney-in-fact for Evan Jones	03/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.