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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

FROST GREGORY IAN

(Last)

(First)

(Middle)

C/O HALOZYME THERAPEUTICS, INC.

11588 SORRENTO VALLEY ROAD, SUITE 17

(Street)

SAN DIEGO,

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2004

3. Issuer Name and Ticker or Trading Symbol
HALOZYME THERAPEUTICS INC [ HZYM ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Chief Scientific Officer

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	2,953,779	D
Common Stock	190,072	I	Held in the name of the Frost Family Trust.

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)
Options to Purchase Common Stock	05/03/2003	11/11/2013	Common Stock	230,153	$0.43	D
Options to Purchase Common Stock	05/03/2004	11/11/2013	Common Stock	78,748	$0.43	D
Warrants to Purchase Common Stock (2003 Bridge Financing	10/20/2003	10/20/2007	Common Stock	22,241	$0.4496	D
Warrants to Purchase Common Stock (2003 Bridge Financing)	10/20/2003	10/20/2007	Common Stock	22,241	$0.4496	I	Held in the name of the Frost Family Trust.
Warrants to Purchase Common Stock⁽¹⁾	11/29/2001	02/15/2005	Common Stock	10,530	$0.4748	I	Held in the name of the Frost Family Trust.

Explanation of Responses:

1. Series B Preferred Stock Financing

	/s/ Gregory I. Frost	03/17/2004
	** 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.