SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* CHANG NANCY T (Last) (First) (Middle) 10301 STELLA LINK (Street) HOUSTON TX 77025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TANOX INC [ TNOX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock, $.01 par value	04/15/2004		J	753,260	D	$0.00(1)	574,239	I	By the Nancy Chang 2002 GRAT
Common Stock, $.01 par value	04/29/2004		J	230,801	D	$0.00(2)	343,438	I	By the Nancy Chang 2002 GRAT
Common Stock, $.01 par value	04/29/2004		G	343,438	D	$0.00	0	I	By the Nancy Chang 2002 GRAT
Common Stock, $.01 par value	04/15/2004		J	194,871	D	$0.00(1)	511,949	I	By the Nancy Chang 2003 GRAT
Common Stock, $.01 par value	06/08/2004		J	6,725	D	$0.00(3)	218,750	I	By the Nancy Chang 1992 GRAT
Common Stock, $.01 par value	04/15/2004		J	948,131	A	$0.00(1)	5,485,891(4)	D
Common Stock, $.01 par value	04/29/2004		J	230,801	A	$0.00(2)	5,716,692(4)	D
Common Stock, $.01 par value	06/08/2004		J	6,725	A	$0.00(3)	5,723,417(4)	D
Common Stock, $.01 par value	07/30/2004		J	2,750,000	D	$0.00(5)	2,973,417(4)	D
Common Stock, $.01 par value	07/30/2004		J	2,750,000	A	$0.00(5)	2,750,000	I	By Robinhood II Limited Partnership
Common Stock, $.01 par value							34,816	I	By AMC Ventures, L.P.(6)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On April 15, 2004, 753,260 shares were distributed from the Nancy Chang 2002 GRAT and 194,871 shares were distributed from the Nancy Chang 2003 GRAT to Ms. Chang and, accordingly, constitute only a change in form of ownership for purposes of Section 16.

2. On April 29, 2004, 230,801 shares were transferred from the Nancy Chang 2002 GRAT to Ms. Chang and, accordingly, constitute only a change in form of ownership for purposes of Section 16.

3. On June 8, 2004, 6,725 shares were transferred from the Nancy Chang 1992 GRAT to Ms. Chang and, accordingly, constitute only a change in form of ownership for purposes of Section 16.

4. Of the shares held by Ms. Chang, she has entered into prepaid forward sales agreements to sell (i) 250,000 shares with closings to occur in mid-November 2007, and (ii) 500,000 shares with closings to occur on August 29, 2008.

5. On July 30, 2004, Ms. Chang transferred 2,750,000 shares to the Robinhood II Limited Partnership. The general partner of Robinhood II Limited Partnership is Apex Enterprises, Inc., of which Ms. Chang is the president. Accordingly, this transfer constitutes only a change in form of ownership for purposes of Section 16.

6. The general partner of AMC Ventures, L.P. is Apex Enterprises, Inc., of which Ms. Chang is the president.

Remarks:

	Nancy T. Chang	02/14/2005
	** 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.