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 *
  Pryce Stacy
 2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2005		 3. Issuer Name and Ticker or Trading Symbol
AEROGEN INC [AEGN]
(Last)
(First)
(Middle)
2071 STIERLIN COURT, SUITE 100		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Business Development
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MT. VIEW, CA 94043		 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 556
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
Incentive Stock Option (right to buy) 12/31/2002(1) 12/10/2012 Common Stock 1,800 $ 1.85 D  
Incentive Stock Option (right to buy) 06/29/2005(2) 06/29/2014 Common Stock 80,000 $ 2.65 D  
Incentive Stock Option (right to buy) 06/03/1999(3) 06/03/2009 Common Stock 1,333 $ 3 D  
Incentive Stock Option (right to buy) 04/18/2000(4) 04/18/2010 Common Stock 333 $ 15 D  
Incentive Stock Option (right to buy) 06/30/2002(5) 12/12/2011 Common Stock 1,200 $ 15.05 D  
Incentive Stock Option (right to buy) 12/31/2001(6) 02/23/2011 Common Stock 1,600 $ 25 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pryce Stacy
2071 STIERLIN COURT, SUITE 100
MT. VIEW, CA 94043		       VP Business Development  

Signatures

Stacy L. Pryce 05/12/2005
**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) The option shall vest and become exercisable as to 1,800 shares divided into equal monthly installments beginning 12/31/02 such that it shall be 100% vested on 12/31/05.
(2) The option shall vest and become exercisable as to 20,000 shares on 06/29/2005 then the balance of 60,000 shares shall be divided into equal monthly installments thereafter such that the option shall be 100% vested on 06/29/2008.
(3) The option is immediately exercisable and shall vest as to 334 shares on 5/5/2000, and the balance of 999 shares shall be divided into equal monthly installments thereafter such that the option shall be 100% vested on 05/05/2003.
(4) The option is immediately exercisable and shall vest as to 333 shares divided into equal monthly installments beginning 01/01/01 such that it shall be 100% vested on 07/01/03.
(5) The option shall vest and become exercisable as to 400 shares on 06/30/02, 12/31/02 and 06/30/03.
(6) The option shall vest and become exercisable as to 160 shares on 12/31/01, 320 shares on 12/31/2002, 480 shares on 12/31/03 and 640 shares on 12/31/04

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