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* PEARL FRANK H (Last) (First) (Middle) C/O PERSEUS, LLC 2099 PENNSYLVANIA AVE., N.W. SUITE 900 (Street) WASHINGTON DC 20006 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AUXILIUM PHARMACEUTICALS INC [ AUXL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/28/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/28/2004		C		2,080,000	A	(1)	2,162,793	I	See footnote(4)
Common Stock	07/28/2004		C		546,666	A	(2)	2,709,459	I	See footnote(4)
Common Stock	07/28/2004		C		505,855	A	(3)	3,215,314	I	See footnote(4)
Common Stock	07/28/2004		P		50,000	A	$7.5	3,265,314	I	See footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Covertible Preferred Stock	(1)	07/28/2004		C			10,400,000	(1)	(1)	Common Stock	2,080,000	(1)	0	I	See footnote(4)
Series C Covertible Preferred Stock	(2)	07/28/2004		C			2,733,334	(2)	(2)	Common Stock	546,666	(2)	0	I	See footnote(4)
Series D Covertible Preferred Stock	(3)	07/28/2004		C			2,529,729	(3)	(3)	Common Stock	505,855	(3)	0	I	See footnote(4)

Explanation of Responses:

1. Each outstanding share of the Issuer's Series B Convertible Preferred Stock automatically converted into .2 shares of common stock immediately prior to the Issuer's initial public offering.

2. Each outstanding share of the Issuer's Series C Convertible Preferred Stock automatically converted into .2 shares of common stock immediately prior to the Issuer's initial public offering.

3. Each outstanding share of the Issuer's Series D Convertible Preferred Stock automatically converted into .2 shares of common stock immediately prior to the Issuer's initial public offering.

4. These securities are held for the account of Perseus-Soros BioPharmaceutical Fund, LP ("Perseus-Soros"). Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"), is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners"), and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. Perseus EC, L.L.C., a Delaware limited liability company ("Perseus EC"), is the managing member of Perseus Partners. Perseuspur, L.L.C., a Delaware limited liability company ("Perseuspur"), is a member of Perseus EC. Mr. Frank H. Pearl ("Mr. Pearl") is the sole member of Perseuspur.

Remarks:

Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Pearl may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Mr. Pearl is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

	/s/ Rodd Macklin, Attorney-in-Fact for Frank H. Pearl	07/30/2004
	** Signature of Reporting Person	Date
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