UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______1_____________)*
ADVANCED MAGNETICS INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
00753P103
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(CUSIP Number)
12/31/03
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[] Rule 13d-1(b)
[x] Rule 13d-1(c)
[] Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 00753P103
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1. NAME OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S)
LESLIE GOLDSTEIN
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 5. SOLE VOTING POWER
SHARES 100,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH
200,000
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 100,000
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8. SHARED DISPOSITIVE POWER
391,862
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,862
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
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12. TYPE OF REPORTING PERSON*
IN
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Item 1. (a) Name of Issuer:
ADVANCED MAGNETICS INC.
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(b) Address of Issuer's Principal Executive Offices:
61 Mooney Street
Cambridge, MA 02138
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Item 2. (a) Name of Person Filing:
LESLIE GOLDSTEIN
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(b) Address of Principal Business Office, or if None, Residence:
C/O INGALLS & SNYDER, 61 BROADWAY, NEW YORK, NY 10006
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(c) Citizenship:
USA
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(d) Title of Class of Securities:
COMMON STOCK
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(e) CUSIP Number:
00753P103
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Item 3. If this statement is filed pursuant to Rules 240.13d-(1), or
13d-2(b) or (c), check whether the person filing is a:
INAPPLICABLE
(a) [] Broker or Dealer registered under Section 15 of the
Act, (15 U.S.C 78o)
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(15 U.S.C 78c)
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act, (15 U.S.C 78c)
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8)
(e) [] Investment Adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan or endowment fund in accordance
to Section 240.13d-1(b)(ii)(F)
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C 1813)
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C 80a-3)
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)
Item 4. Ownership.
(a) Amount beneficially owned: 491,862----------,
(b) Percent of class: 6.3--------------------,
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
100,000----,
(ii) Shared power to vote or to direct the vote
200,000---,
(iii) Sole power to dispose or to direct the disposition of
100,000----,
(iv) Shared power to dispose or to direct the disposition of
391,862-----
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ]. INAPPLICABLE
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Securities reported under sole voting and sole dispositive power are
securities owned by Leslie Goldstein ("Goldstein"). Securities reported
under shared voting power are owned by The Leslie Goldstein and
Roslyn Goldstein Foundation (the "Foundation"). Goldstein and Roslyn
Goldstein, his wife, are the co-trustees of the Foundation and, as such,
share the power to vote and dispose of the shares owned by it.
Securities reported under shared dispositive power include those
owned by the Foundation and additional securities owned by clients of
Ingalls & Snyder, LLC ("I&S"), a registered broker-dealer, over which
Goldstein has discretionary investment authority. Goldstein is a Director
of I&S and is an investment manager with that firm.
The aggregation of the foregoing ownership categories results
in Goldstein's reported beneficial ownership of 6.3% of the
outstanding common shares of this company.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
INAPPLICABLE
Item 8. Identification and Classification of Members of the Group.
INAPPLICABLE
Item 9. Notice of Dissolution of Group.
INAPPLICABLE
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in
connection with or as a participant in any transaction having such
purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: 2/5/04
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(Signature)*
LESLIE GOLDSTEIN
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(Name/Title)
* Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).