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

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1. Name and Address of Reporting Person^*

HYDE JOSEPH R III

(Last)

(First)

(Middle)

3 N. DUNLAP STREET

3RD FLOOR

(Street)

MEMPHIS

38163

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2004

3. Issuer Name and Ticker or Trading Symbol
GTX INC /DE/ [ GTXI ]

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

X	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)

X	Form filed by One Reporting Person
	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	850	D
Common Stock	188,700	I	By trust
Common Stock	188,700	I	By trust
Common Stock	188,700	I	By trust
Common Stock	94,350	I	By trust
Common Stock	94,350	I	By trust

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)
Series A Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,700,000⁽³⁾	⁽⁴⁾	D
Series B Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	2,358,750⁽⁵⁾	⁽⁴⁾	D
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	660,603⁽⁶⁾	⁽⁴⁾	D
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	76,500⁽⁶⁾	⁽⁴⁾	I	By Pittco Associates, L.P.⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	358,227⁽⁸⁾	⁽⁹⁾	D
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	128,989⁽⁸⁾	⁽⁹⁾	I	By Memphis Biomed Ventures I, L.P.⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	286,795⁽⁸⁾	⁽⁹⁾	I	By GRAT
Series E Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	2,230,034⁽¹⁰⁾	⁽⁴⁾	D
Series E Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	140,054⁽¹⁰⁾	⁽⁴⁾	I	By Memphis Biomed Ventures I, L.P.⁽⁷⁾
Series E Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	182,070⁽¹⁰⁾	⁽⁴⁾	I	By Spouse

Explanation of Responses:

1. Is immediately exercisable.

2. Expiration is not applicable.

3. Does not include additional shares of common stock issuable upon conversion of dividends accrued on the Series A Preferred Stock.

4. Conversion is based on an 8.5 for 1 ratio.

5. Does not include additional shares of common stock issuable upon conversion of dividends accrued on the Series B Preferred Stock.

6. Does not include additional shares of common stock issuable upon conversion of dividends accrued on the Series C Preferred Stock.

7. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

8. Does not include additional shares of common stock issuable upon conversion of dividends accrued on the Series D Preferred Stock.

9. Conversion is based on 8.61 for 1 ratio.

10. Does not include additional shares of common stock issuable upon conversion of dividends accrued on the Series E Preferred Stock.

Remarks:

Attorney-In-Fact

	/s/ Henry P. Doggrell, by Power of Attorney	01/30/2004
	** 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.
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