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* ALTSCHUL ARTHUR G JR (Last) (First) (Middle) 950 Third Avenue 16th Floor (Street) New York NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VALENTIS INC [ VLTS ]	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) 12/31/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	12/31/2003		P		121,951(2)	A	$2.05	1,021,083(2)	I(2)	Through ownership interests in limited liability companies(1)
Common Stock								530,248(3)	I(3)	Through ownership interests in limited liability companies(1)

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
Common Stock Purchase Warrants	$3	12/31/2003		P		48,780(2)		12/31/2003	12/31/2008	Common Stock	48,780(2)	$0(4)	48,780(2)	I(2)	Through ownership interest in limited liability companies(1)

1. Name and Address of Reporting Person* ALTSCHUL ARTHUR G JR (Last) (First) (Middle) 950 Third Avenue 16th Floor (Street) New York NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DELTA OPPORTUNITY FUND LLC /NY (Last) (First) (Middle) 950 Third Avenue 16th Floor (Street) New York NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DIAZ & ALTSCHUL CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 950 Third Avenue 16th Floor (Street) New York NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DIAZ & ALTSCHUL ADVISORS LLC (Last) (First) (Middle) 950 Third Avenue 16th Floor (Street) New York NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DELTA OPPORTUNITY FUND LTD (Last) (First) (Middle) c/o Diaz & Altschul Advisors, LLC 950 Third Avenue, 16th Floor (Street) New York NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DIAZ & ALTSCHUL MANAGEMENT LLC (Last) (First) (Middle) 950 THIRD AVENUE 16TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Please see attached Joint Filer Information. The Reporting Person is filing solely in his capacity as an indirect beneficial owner of securities held by one or more of the entities listed below.

2. Delta Opportunity Fund, Ltd. ("Delta") is the direct beneficial owner. Diaz & Altschul Advisors, LLC ("D&A Advisors") is the investment advisor of Delta. D&A Advisors is 99% owned by Diaz & Altschul Capital Management, LLC ("D&A"), and Mr. Arthur G. Altschul, Jr. ("Mr. Altschul") owns 1% of D&A Advisors. The managing member of D&A Advisors is D&A. Mr. Reinaldo M. Diaz ("Mr. Diaz") and Mr. Altschul each own 50% of, and share management and control of, D&A. Mr. Altschul, Mr. Diaz, D&A and D&A Advisors each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.

3. Delta Opportunity Fund (Institutional) LLC ("Institutional ") is the direct beneficial owner. (There has been no change to the shares beneficially owned by Institutional from that previously reported.) Diaz & Altschul Management, LLC ("D&A Management") is the managing member of Institutional. Mr. Diaz and Mr. Altschul each own 50% of, and share management and control of, D&A Management. Mr. Altschul, Mr. Diaz, and D&A Management each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.

4. Delta acquired a Common Stock Purchase Warrant (the "Warrant") to acquire 48,780 shares of Common Stock in connection with the purchase of shares reported in Table I. The aggregate purchase price for such shares of Common Stock and the Warrant was $250,000.00.

	/s/ Arthur G. Altschul, Jr.	01/05/2004
	/s/ Christopher S. Mooney as Chief Financial Officer of Diaz & Altschul Management, LLC, as managing member of Delta Opportunity Fund (Institutional), LLC	01/05/2004
	/s/ Christopher S. Mooney as Chief Financial Officer of Diaz & Altschul Capital Management, LLC	01/05/2004
	/s/ Christopher S. Mooney as Chief Financial Officer of Diaz & Altschul Advisors, LLC	01/05/2004
	/s/ Christopher S. Mooney as Chief Financial Officer of Diaz & Altschul Advisors, LLC, as investment advisor to Delta Opportunity Fund, Ltd.	01/05/2004
	/s/ Christopher S. Mooney as Chief Financial Officer of Diaz & Altschul Management, LLC	01/05/2004
	** Signature of Reporting Person	Date
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