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* BAY CITY CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 750 BATTERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DIAMETRICS MEDICAL INC [ DMED ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/28/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Series G Preferred Stock	05/28/2004		J(1)(2)		5,000	A	$100	5,000	I	see footnote(1)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	(3)	05/28/2004		J(1)(2)		1,000,000		05/28/2004	05/28/2009	Common Stock	1,000,000	$0	6,595,411(4)	I	see footnote(1)(2)

Explanation of Responses:

1. Bay City Capital Management LLC ("BCC Management") has a 3.75% proportional interest (exclusive of certain carried interest distributions) in the profits and capital accounts of The Bay City Capital Fund I, L.P. ("Fund I"). Fund I has a 49.88% proportional interest in the profits and capital account of BCC Acquisition II LLC ("BCC Acquisition"). On May 28, 2004, BCC Acquisition entered into that certain Consent and Amendment by and among the Issuer and certain others (the "Consent") which amends the Note Purchase Agreement, dated August 8, 1998 by and among the Issuer, BCC Acquisition and others, as amended by that First Amendment to Note Purchase Agreement dated as of April 7, 2003, as further amended by that Second Amended and Limited Waiver to Note Purchase Agreement dated as of August 13, 2003, and as further amended by that certain Limited Waiver and Amendment dated as of January 14, 2004 (as amended, the "Purchase Agreement"),( contd in foot note 2)

2. all of which have been previously reported. The Consent (a) defers interest payments due on June 4, 2004 and September 4, 2004, under certain notes issued by the Issuer to BCC Acquisition pursuant to the Purchase Agreement, until December 31, 2004 and (b) amends the exercise price of the warrants acquired by BCC pursuant to the Purchase Agreement to be the lower of (i) $0.09 per share of Common Stock and (ii) the closing price of the Issuer's Common Stock on the OTC Bulletin Board on May 28, 2004. As a condition to and contemporaneously with this transaction, BCC Acquisition (a) purchased 5,000 shares of the Issuer's Series G Preferred Stock for a purchase price of $500,000 and (b) received a warrant to purchase up to 1,000,000 shares of Issuer Common Stock at the exercise price described in Note 2. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

3. The exercise price is the lower of (a) $0.09 per share of Common Stock and (b) the closing price of the Issuer's Common Stock on the OTC Bulletin Board on May 28, 2004.

4. up to 6,595,411

	Fred B. Craves	06/02/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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