SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

PAPADOPOULOS STELIOS

(Last)

(First)

(Middle)

C/O ANADYS PHARMACEUTICALS, INC.

9050 CAMINO SANTA FE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2004

3. Issuer Name and Ticker or Trading Symbol
ANADYS PHARMACEUTICALS INC [ ANDS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	509,902	D
Common Stock	1,704,079	I	By SGC Partners I LLC⁽¹⁾
Common Stock	291,295	I	By SG Cowen Ventures I, L.P.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	11/06/2004⁽²⁾	11/05/2013	Common Stock	19,608	$2.95	D
Common Stock Warrant (Right to Buy)	09/27/2002	07/12/2007	Common Stock	62,614	$6.8659	I	By SG Cowen Securities Corporation⁽¹⁾

Explanation of Responses:

1. The reporting person is a Vice Chairman of SG Cowen Securities Corporation. SGC Partners I LLC is a wholly-owned subsidiary of SG Merchant Banking Fund, L.P. The general partner of SG Merchant Banking Fund, L.P. is SG Capital Partners L.L.C. The managing member of SG Capital Partner L.L.C. is SG Cowen Securities Corporation. The general partner of SG Cowen Ventures I, L.P. is Societe Generale Investment Corporation and the investment committee of SG Cowen Ventures I, L.P. consists of employees of SG Cowen Securities Corporation. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

2. Twenty-five percent (25%) of the shares subject to the option shall vest and become exercisable on November 6, 2004, with the remaining shares vesting in equal monthly installments over the next three (3) years, such that all shares subject to the option will be fully vested and exercisable as of November 6, 2007.

Remarks:

	/s/ STELIOS PAPADOPOULOS, PH.D.	03/25/2004
	** 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 5 (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.
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