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* BVF PARTNERS L P/IL (Last) (First) (Middle) 227 WEST MONROE STREET SUITE 4800 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/14/2004	3. Issuer Name and Ticker or Trading Symbol ZONAGEN INC [ ZONA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Indirect Beneficial Owner	5. 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 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	555,443	I	See footnotes(1)(2)
Common Stock	221,443	I	See footnote(3)
Common Stock	116,138	I	See footnote(4)
Common Stock	217,862	I	See footnote(5)
Common Stock	555,443	I	See footnotes(1)(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BVF PARTNERS L P/IL (Last) (First) (Middle) 227 WEST MONROE STREET SUITE 4800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Indirect Beneficial Owner

1. Name and Address of Reporting Person* BIOTECHNOLOGY VALUE FUND L P (Last) (First) (Middle) 227 WEST MONROE STREET SUITE 4800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes (1) (2)

1. Name and Address of Reporting Person* BIOTECHNOLOGY VALUE FUND II LP (Last) (First) (Middle) 227 WEST MONROE STREET SUITE 4800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes (1) (2)

1. Name and Address of Reporting Person* BVF INVESTMENTS LLC (Last) (First) (Middle) 227 WEST MONROE STREET SUITE 4800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes (1) (2)

1. Name and Address of Reporting Person* BVF INC/IL (Last) (First) (Middle) ONE SANSOME STREET 31ST FLOOR (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Indirect Beneficial Owner

Explanation of Responses:

1. The shares reported in this response are beneficially owned by Biotechnology Value Fund, L.P., a Delaware limited partnership ("BVF, L.P.") (221,443 shares); Biotechnology Value Fund II, L.P., a Delaware limited partnership ("BVF2, L.P.") (116,138 shares); BVF Investments, L.L.C., a Delaware limited liability company ("Investments") (217,862 shares); and indirectly beneficially owned by BVF Partners L.P., a Delaware limited partnership ("Partners"), and by its general partner ("GP") BVF Inc., a Delaware corporation ("BVF Inc."), which is also an investment advisor to Partners. Partners is the general partner of BVF L.P. and BVF2, L.P., and is the manager of Investments.

2. Pursuant to the operating agreement of Investments, Partners is authorized, among other things, to invest the funds of Ziff Asset Management, L.P., the majority member of Investments, in the shares of common stock described herein as being beneficially owned by Investments. Mark N. Lampert is the sole shareholder and sole director of BVF Inc., and is an officer of BVF Inc. This joint filing on Form 3 shall not be deemed an admission that Mark N. Lampert is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities covered by this joint filing. Mr. Lampert disclaims beneficial ownership of shares reported in this response, except to the extent that he has a pecuniary interest therein.

3. Shares beneficially owned by BVF, L.P.

4. Shares beneficially owned by BVF2, L.P.

5. Shares beneficially owned by Investments.

	BVF Partners, L.P., By: BVF Inc., its GP, By: /s/ Mark N. Lampert, President	02/18/2004
	BIOTECHNOLOGY VALUE FUND, L.P., By: BVF Partners L.P., its GP, By: BVF Inc., its GP, By: /s/ Mark N. Lampert, President	02/18/2004
	BIOTECHNOLOGY VALUE FUND II, L.P., By: BVF Partners L.P., its GP, By: BVF Inc., its GP, By: /s/ Mark N. Lampert, President	02/18/2004
	BVF INVESTMENTS, L.L.C., By: BVF Partners L.P., its Manager, By: BVF Inc., its GP, By: /s/ Mark N. Lampert, President	02/18/2004
	BVF INC., By: /s/ Mark N. Lampert, President	02/18/2004
	** Signature of Reporting Person	Date
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