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* EuclidSR Biotechnology Partners, L.P. (Last) (First) (Middle) 45 ROCKEFELLER PLAZA, SUITE 3240 (Street) NEW YORK NY 10111 (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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/04/2005
	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	10/04/2005		P		203,900	A	$10.5	203,900	D(1)
Common Stock	10/04/2005		C		500,000	A	(2)	703,900	D(3)
Common Stock	10/04/2005		C		53,238	A	$10.5	757,138	D(4)

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
Series B Redeemable Convertible Preferred Stock	(2)	10/04/2005		C			2,267,831	(2)	(2)	Common Stock	500,000	$0.00	0	D(3)
8% Convertible Notes	$10.5	10/04/2005		C			$529,362	(5)	01/01/2006	Common Stock	53,238(5)	$0.00	0	D(4)

1. Name and Address of Reporting Person* EuclidSR Biotechnology Partners, L.P. (Last) (First) (Middle) 45 ROCKEFELLER PLAZA, SUITE 3240 (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EuclidSR Partners, L.P. (Last) (First) (Middle) 45 ROCKEFELLER PLAZA, SUITE 3240 (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. EuclidSR Partners, L.P. and EuclidSR Biotechnology Partners, L.P. each purchased 101,950 shares of Common Stock, and each disclaims beneficial ownership of the listed securities except to the extent of their pecuniary interest therein.

2. On October 4, 2005, in connection with the closing of the initial public offering of the issuer, the Series B Redeemable Convertible Preferred Stock converted into common stock on a 1-for-0.220475 basis and had no expiration date.

3. EuclidSR Partners, L.P. and EuclidSR Biotechnology Partners, L.P. each converted shares of Series B Redeemable Convertible Preferred Stock into 250,000 shares of Common Stock, and each disclaims beneficial ownership of the listed securities except to the extent of their pecuniary interest therein.

4. EuclidSR Partners, L.P. and EuclidSR Biotechnology Partners, L.P. each converted 8% Convertible Notes into 26,619 shares of Common Stock, and each disclaims beneficial ownership of the listed securities except to the extent of their pecuniary interest therein.

5. The 8% Convertible Notes have a maturity date of January 1, 2006. The 8% Convertible Notes automatically converted into common stock upon the closing of the issuer?s initial public offering at a conversion rate equal to the principal amount of the note, plus accrued and unpaid interest (which accrued at the rate of 15% until February 24, 2005 and at the rate of 8% thereafter), divided by the public offering price per share of the initial public offering.

Remarks:

This report is filed jointly by EuclidSR Partners, L.P. and EuclidSR Biotechnology Partners, L.P., as members of a Section 13(d) "group." The reported securities are directly held by EuclidSR Partners, L.P. and EuclidSR Biotechnology Partners, L.P. EuclidSR Partners, L.P. may be deemed a director by deputization as a result of Raymond J. Whitaker, a general partner of EuclidSR Partners, L.P. and EuclidSR Biotechnology Partners, L.P., serving on the Issuer's board of directors. The reporting persons on this Form 3 disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.

	/s/ Thomas G. David Attorney-in-Fact	10/17/2005
	** Signature of Reporting Person	Date
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