SEC FORM 4

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

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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^*

Carter Kenneth C

(Last)

(First)

(Middle)

C/O AVALON PHARMACEUTICALS, INC.,

20358 SENECA MEADOWS PARKWAY

(Street)

GERMANTOWN

20876

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVALON PHARMACEUTICALS INC [ AVRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	01/17/2008		S		732	D	$2.45	23,143	D
Common Stock⁽¹⁾	01/17/2008		S		300	D	$2.5	22,843	D
Common Stock⁽¹⁾	01/17/2008		S		200	D	$2.53	22,643	D
Common Stock⁽¹⁾	01/17/2008		S		200	D	$2.58	22,443	D
Common Stock⁽¹⁾	01/17/2008		S		400	D	$2.63	22,043	D
Common Stock⁽¹⁾	01/17/2008		S		200	D	$2.64	21,843	D
Common Stock⁽¹⁾	01/23/2008		P		1,400	A	$2.65	20,443	D
Common Stock⁽¹⁾	01/23/2008		P		100	A	$2.46	20,543	D
Common Stock⁽¹⁾	01/23/2008		P		632	A	$2.484	21,175	D
Common Stock⁽¹⁾	01/23/2008		P		500	A	$2.488	21,675	D
Common Stock⁽¹⁾	01/23/2008		P		100	A	$2.49	21,775	D
Common Stock⁽¹⁾	01/23/2008		P		100	A	$2.54	21,875	D
Common Stock⁽¹⁾	01/23/2008		P		800	A	$2.596	22,675	D
Common Stock⁽¹⁾	01/23/2008		P		1,036	A	$2.614	23,711	D
Common Stock⁽¹⁾	01/23/2008		P		164	A	$2.604	23,875	D
Common Stock								3,750⁽²⁾	I	By trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 3,482 shares were inadvertently sold on January 17, 2008. On January 23, 2008, the reporting person executed a purchase for the same number of shares. The reporting person has agreed to pay to Avalon Pharmaceuticals, Inc., upon settlement of the sale, the full amount of any profit realized in connection with the short-swing transaction, less transaction costs. The reporting person expects the profit to equal $0.

2. The reporting person disclaims beneficial ownership of these securities, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

Remarks:

	/s/ Thomas G. David, Attorney-in-Fact	01/23/2008
	** 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 4 (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).
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