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^*

Talon Opportunity Managers, L.L.C.

(Last)

(First)

(Middle)

C/O TALON ASSET MANAGEMENT, INC.

ONE NORTH FRANKLIN, SUITE 900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/19/2004

3. Issuer Name and Ticker or Trading Symbol
ASPENBIO INC [ apbn ]

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

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

5. 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 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	1,142,857⁽¹⁾	D⁽²⁾
common stock	1,142,857⁽¹⁾	I⁽³⁾	See Footnote 3

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)
warrants (right to buy)	08/20/2004	07/30/2009	common stock	1,142,857⁽¹⁾	$1.5	D⁽²⁾
warrants (right to buy)	08/20/2004	07/30/2009	common stock	1,142,857⁽¹⁾	$1.5	I⁽³⁾	See Footnote 3

1. Name and Address of Reporting Person^*

Talon Opportunity Managers, L.L.C.

(Last)

(First)

(Middle)

C/O TALON ASSET MANAGEMENT, INC.

ONE NORTH FRANKLIN, SUITE 900

(Street)

CHICAGO

60606

(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^*

Talon Opportunity Partners, L.P.

(Last)

(First)

(Middle)

C/O TALON ASSET MANAGEMENT, INC.

ONE NORTH FRANKLIN, SUITE 900

(Street)

CHICAGO

60606

(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. On a 13G filed August 27, 2004, this number was inadvertently understated by one share.

2. These securities are owned directly by Talon Opportunity Partners, L.P. ("Limited Partnership").

3. As the General Partner to the Limited Partnership, Talon Opportunity Managers, L.L.C. may be deemed to be the beneficial owner of the Issuer's securities held by the Limited Partnership. Talon Opportunity Managers, L.L.C. disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities representing Talon Opportunity Managers, L.L.C.'s pro rata interest in, and interest in the profits of the Limited Partnership.

	Terry Diamond	12/28/2004
	** 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.