SEC FORM 4/A

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^*

BENDHEIM JOHN M

(Last)

(First)

(Middle)

361 NORTH CANON DRIVE

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED BIOTHERAPY INC [ ADVB ]

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)
08/17/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/13/2003

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	08/17/2003	08/17/2003	P		26,812	A	⁽¹⁾	26,812	I	See Footnote 1⁽¹⁾
Common Stock	08/17/2003	08/17/2003	P		26,819	A	⁽¹⁾	53,631	I	See Footnote 1
Common Stock	08/17/2003	08/17/2003	P		26,812	A	⁽¹⁾	80,443	I	See Footnote 1 for explanation

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)
Stock Option	⁽²⁾	01/01/2003	01/01/2003	A		1		01/01/2003	12/31/2012	Common Stock	20,000	⁽²⁾	130,000⁽³⁾	D
Stock Option	⁽⁴⁾	02/07/2003	02/07/2003	A		1		⁽⁴⁾	02/06/2010	Common Stock	350,000	⁽⁴⁾	480,000⁽³⁾	D

Explanation of Responses:

1. The trusts for certain nieces and a nephew of the reporting person purchased an aggregate $15,000 principal amount of convertible debt due 09/30/04 on 09/17/00. The Reporting Person serves as trustee for such trusts. As of 08/17/03, the Trusts elected to convert the principal balance of the convertible debt, together with accrued interest, into shares of Company Common Stock. The Reporting Person omitted to report such indirect beneficial ownership in his prior filings.

2. The options were granted pursuant to the 2000 Omnibus Equity Incentive Plan for services as a director as of December 31, 2002. Grant date was January 1, 2003; exercise price is $0.21 per share.

3. Represents all warrants/options to acquire Issuer common stock, but excludes other derivative securities.

4. The options were issued under the Issuer's 2000 Omnibus Equity Incentive Plan at an exercise price of $0.16 per share and vest in three equal installments beginning on February 7, 2004.

	John M. Bendheim	10/08/2003
	** 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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