SEC FORM 4

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

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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^*

JONES STEPHEN E

(Last)

(First)

(Middle)

TEXAS ONCOLOGY, P.A.

3535 WORTH STREET, 5TH FLOOR

(Street)

DALLAS

75246

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US ONCOLOGY INC [ USON ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/20/2004		J⁽¹⁾		1,577	D	$15.05	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$8.47	08/20/2004		J⁽²⁾			5,000	12/25/2003	06/25/2013	Common Stock	5,000	$0	0	D
Stock Options	$9.5	08/20/2004		J⁽²⁾			5,000	09/09/2002	05/09/2012	Common Stock	5,000	$0	0	D
Stock Options	$8.27	08/20/2004		J⁽²⁾			5,000	03/21/2003	03/21/2012	Common Stock	5,000	$0	0	D
Stock Options	$8.66	08/20/2004		J⁽²⁾			5,000	11/10/2001	05/09/2011	Common Stock	5,000	$0	0	D
Stock Options	$8.45	08/20/2004		J⁽²⁾			5,000	03/22/2002	03/22/2011	Common Stock	5,000	$0	0	D
Stock Options	$3.41	08/20/2004		J⁽²⁾			5,000	11/10/2000	05/17/2010	Common Stock	5,000	$0	0	D
Stock Options	$4.02	08/20/2004		J⁽²⁾			10,000	03/21/2001	03/20/2010	Common Stock	10,000	$0	0	D
Stock Options	$10.08	08/20/2004		J⁽²⁾			15,000	12/15/1999	06/15/2009	Common Stock	15,000	$0	0	D

Explanation of Responses:

1. Disposed of in the merger of the issuer with Oiler Acquisition Corp. effective Aug. 20, 2004 (the "Merger") pursuant to Merger agreement between issuer, Oiler Acquisition Corp. and US Oncology Holdings, Inc. pursuant to which stockholders of the issuer were paid $15.05 per share.

2. This option was canceled in the Merger of the issuer with Oiler Acquisition Corp. effective Aug. 20, 2004 in exchange for a cash payment equal to the number of shares subject to the option multiplied by the difference between the exercise price of the option and $15.05.

Remarks:

	B. Scott Aitken, Power of Attorney	08/23/2004
	** 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 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).
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