Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Frost Gregory Ian
 2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2005		 3. Issuer Name and Ticker or Trading Symbol
HALOZYME THERAPEUTICS INC [HTI]
(Last)
(First)
(Middle)
C/O HALOZYME THERAPEUTICS, INC., 11588 SORRENTO VALLEY ROAD, SUITE 17		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP and Chief Scientific Off.
 5. If Amendment, Date Original Filed(Month/Day/Year)
03/19/2004
(Street)

SAN DIEGO, CA 92121		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 2,953,779
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Options to Purchase Common Stock 11/11/2003(1) 11/11/2013 Common Stock 1,235,601 $ 0.43 D  
Warrants to Purchase Common Stock (2003 Bridge Financing) 10/20/2003 10/20/2007 Common Stock 22,241 $ 0.4496 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frost Gregory Ian
C/O HALOZYME THERAPEUTICS, INC.
11588 SORRENTO VALLEY ROAD, SUITE 17
SAN DIEGO, CA 92121		   X     VP and Chief Scientific Off.  

Signatures

/s/ Gregory Frost 02/08/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 230,153 shares vest on 11/11/2003, 78,748 shares vests on 5/3/2004, 6,563 shares vests on 6/1/2004 and 25,743 shares vest on the 1st day of each month until option is fully vested, contingent upon continued employment with the Company

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