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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ROSENWALD LINDSAY A MD

(Last)

(First)

(Middle)

787 SEVENTH AVENUE, 48 TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KERYX BIOPHARMACEUTICALS INC [ KERX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2004

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								1,374,187	I	Owned by certain trusts for the benefit of the Reporting Person .⁽¹⁾
Common Stock								1,000,000	I	Owned by certain trusts for the benefit of the Reporting Person's Children.⁽²⁾
Common Stock								250,485	I	Owned by Paramount BioCapital Investments, LLC.⁽³⁾
Common Stock								2,806,164	D
Common Stock	11/09/2004		S		246,304	D	$11	194,600	I	By the Aries Funds.⁽⁴⁾

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)

Explanation of Responses:

1. Represents shares owned by a trust for the benefit of the Reporting Person; however, the trustee, and not the Reporting Person, has voting and dispositive control over the shares held by this trust. The Reporting Person is not a trustee of this trust and disclaims beneficial ownership of these shares for purposes of Sections 13 and 16 of the Securities Act of 1934.

2. Represents shares owned by certain trusts for the benefit of the Reporting Person's children. The Reporting Person is not a trustee of these trusts and disclaims beneficial ownership of these shares for purposes of Sections 13 and 16 of the Securities Act of 1934.

3. Represents shares owned by a limited liability company of which the Reporting Person is the sole and managing member.

4. Represents shares owned by Aries Domestic Fund, L.P. ("Aries I") and Aries Domestic Fund II, L.P. ("Aries II") each a Delaware limited partnership, and Aries Master Fund II, ("AMF") a Cayman Islands exempted company (such entities referred to above, the "Aries Funds"). Dr. Rosenwald is chairman and sole stockholder of Paramount BioCapital Asset Management, Inc. ("PBCAM"). PBCAM is the general partner to each of Aries I and Aries II and investment manager to AMF. Dr. Rosenwald and PBCAM may be deemed to beneficially own the securities of the Issuer owned by the Aries Funds under Rule 16a-1(a)(1) of the Securities Exchange Act of 1934. Each of Dr. Rosenwald and PBCAM disclaim beneficial ownership of the securities held by the Aries Funds under Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein, if any.

	/s/ Lindsay A. Rosenwald, M.D.	11/10/2004
	** 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).
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.