GTx, INC. - FORM SC 13G/A MARC. S HANOVER

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

GTx, Inc.

(Name of Issuer)

Common Stock, $ 0.001 par value

(Title of Class of Securities)

40052B108

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 5 Pages


CUSIP No.		40052B108	13G/A	Page		2		of		5 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Marc S. Hanover


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5	SOLE VOTING POWER

NUMBER OF			229,152

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,336,759

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			229,152

WITH		8	SHARED DISPOSITIVE POWER

			1,336,759

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,565,911

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) (a)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	4.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP NO. 40052B108		13G/A		Page 3 of 5 Pages


Item 1(a).	Name of Issuer:	GTx, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices:	3 N. Dunlap Street Van Vleet Building Memphis, TN 38163
Item 2(a).	Name of Person Filing:	Marc S. Hanover
Item 2(b).	Address of Principal Business Office or, if none, Residence:	3 N. Dunlap Street Memphis, TN 38163
Item 2(c).	Organization/Citizenship:	United States of America
Item 2(d).	Title of Class
	Of Securities:	Common Stock, $0.001 par value
Item 2(e).	CUSIP Number:	40052B108
Item 3.	Inapplicable.

Item 4.	Ownership.

Total Shares

Common

Sole

Shared

Stock

Percent

Sole

Shared

Power

Beneficially

Voting

Person

Owned

Class(1)

Power

Dispose

Marc S. Hanover

1,565,911

4.3

229,152

1,336,759

229,152

1,336,759


(1)		Based on 36,216,263 shares of Common Stock outstanding as of December 31, 2007.


CUSIP NO. 40052B108		13G/A		Page 4 of 5 Pages

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Inapplicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Inapplicable

Item 8. Identification and Classification of Members of the Group.

Inapplicable

Item 9. Notice of Dissolution of Group.

Inapplicable

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP NO. 40052B108		13G/A		Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		2/13/2008
		Date

		/s/ Marc S. Hanover
		(Signature)

		Marc S. Hanover
		President and Chief Operating Officer of GTx, Inc.