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^*

CERRONE GABRIEL

(Last)

(First)

(Middle)

C/O CALLISTO PHARMACEUTICALS, INC.

420 LEXINGTON AVENUE, SUITE 1609

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2004

3. Issuer Name and Ticker or Trading Symbol
CALLISTO PHARMACEUTICALS INC [ CLSP ]

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, par value $.0001 per share	2,049,237	I	By Panetta Partners, Ltd.⁽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 Options	05/03/1998	05/03/2008	Common Stock	189,167	$0.75	D
Stock Options	01/18/2001	01/18/2011	Common Stock	200,000	$1.25	D
Stock Options	10/01/1999	10/01/2009	Common Stock	27,778	$0.75	D
Stock Options	04/22/2003	04/22/2013	Common Stock	333,055	$1.3	D
Stock Options	⁽²⁾	06/13/2013	Common Stock	75,000	$1.5	D
Stock Options	04/26/2004	04/26/2014	Common Stock	100,000	$3.2	D

Explanation of Responses:

1. Mr. Cerrone is the sole general partner of Panetta Partners, Ltd. and in such capacity only exercises voting and dispositive control and disclaims beneficial ownership for Section 16 purposes.

2. 25,000 options vest on 7/1/2004; 25,000 options vest on 7/1/2005; and 25,000 options vest on 7/1/2006

	/s/ Gabriele M. Cerrone	10/22/2004
	** 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.
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.