---

---

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)

		Palatin Technologies, Inc. (Name of Issuer)
		Common Stock (Title of Class of Securities)
		696077304 (CUSIP Number)
		February 14, 2004 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b) ý Rule 13d-1(c) o Rule 13d-1(d)

---

---

---

CUSIP No. 696077304		13G		Page 2 of 11 Pages

1		NAME OF REPORTING PERSON: Biotechnology Value Fund, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  ý
				(b)  o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				180,569
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				180,569

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		180,569
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
				o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		0.40%
12		TYPE OF REPORTING PERSON*
		PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

---

CUSIP No. 696077304		13G		Page 3 of 11 Pages

1		NAME OF REPORTING PERSON: Biotechnology Value Fund II, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  ý
				(b)  o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				114,163
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				114,163

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		114,163
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		0.25%
12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

---

CUSIP No. 696077304		13G		Page 4 of 11 Pages

1		NAME OF REPORTING PERSON: BVF Investments, L.L.C. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  ý
				(b)  o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				256,986
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				256,986

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		256,986
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		0.57%
12		TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

---

CUSIP No. 696077304		13G		Page 5 of 11 Pages

1		NAME OF REPORTING PERSON: Investment 10, L.L.C. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  ý
				(b)  o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Illinois

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				25,528
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				25,528

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		25,528
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		0.06%
12		TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

---

CUSIP No. 696077304		13G		Page 6 of 11 Pages

1		NAME OF REPORTING PERSON: BVF Partners L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  ý
				(b)  o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				577,246
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				577,246

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		577,246
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		1.28%
12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

---

CUSIP No. 696077304		13G		Page 7 of 11 Pages

1		NAME OF REPORTING PERSON: BVF Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  ý
				(b)  o
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				577,246
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				577,246

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		577,246
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		1.28%
12		TYPE OF REPORTING PERSON*
		IA, CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

---

CUSIP No. 696077304		13G		Page 8 of 11 Pages

ITEM 1(a). NAME OF ISSUER:

        Palatin Technologies, Inc. ("Palatin")

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

        The principal executive offices are located at 4-C Cedar Brook Drive, Cranbury, New Jersey 08512.

ITEM 2(a). NAME OF PERSON FILING:

        This Amendment to Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons"):

        (i)       Biotechnology Value Fund, L.P. ("BVF")
        (ii)      Biotechnology Value Fund II, L.P. ("BVF2")
        (iii)     BVF Investments, L.L.C. ("Investments")
        (iv)     Investment 10, L.L.C. ("ILL10")
        (v)      BVF Partners L.P. ("Partners")
        (vi)     BVF Inc. ("BVF Inc.")

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

        The principal business office of the Reporting Persons comprising the group filing this Amendment to Schedule 13G is located at 227 West Monroe Street, Suite 4800, Chicago, Illinois, 60606.

ITEM 2(c). CITIZENSHIP:

---

CUSIP No. 696077304		13G		Page 9 of 11 Pages

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

        This Amendment to Schedule 13G is being filed with respect to the common stock, par value $.01 per share (the "Common Stock") of Palatin. The Reporting Persons' percentage ownership of the Common Stock is based on 45,195,887 shares of Common Stock being outstanding and the ownership of 528,169 warrants (the "Warrants") by the Reporting Persons to purchase an equivalent number of shares of the Common Stock.

        As of December 31, 2003, (i) BVF beneficially owned 180,569 shares of Common Stock, of which 160,211 shares are attributable to Warrants; (ii) BVF2 beneficially owned 114,163 shares of Common Stock, of which 101,233 shares are attributable to Warrants; (iii) Investments beneficially owned 256,986 shares of Common Stock, of which 241,197 shares are attributable to Warrants; and ILL10 beneficially owned 25,528 shares of Common Stock, all of which are attributable to Warrants. Beneficial ownership by Partners and BVF Inc. includes 577,246 shares of Common Stock, of which 528,169 shares are attributable to Warrants.

ITEM 2(e). CUSIP Number:

        696077304

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS: One of the following

        Not applicable as this Amendment to Schedule 13G is filed pursuant to Rule 13d-1(c).

ITEM 4. OWNERSHIP:

        The information in items 1 and 5 through 11 on the cover pages (pp. 2 - 7) on this Schedule 13G is hereby incorporated by reference.

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities check the following. ý

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

        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 shares of the Common Stock beneficially owned by Investments and to vote and exercise dispositive power over those shares of the Common Stock. Partners and BVF Inc. share voting and dispositive power over shares of the Common Stock beneficially owned by BVF, BVF2, Investments and those owned by ILL10, on whose behalf Partners acts as an investment manager and accordingly, Partners and BVF, Inc. have beneficial ownership of all of the shares of the Common Stock owned by such parties.

---

CUSIP No. 696077304		13G		Page 10 of 11 Pages

ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

        Not applicable.

ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP:

        Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

        Not applicable.

---

CUSIP No. 696077304		13G		Page 11 of 11 Pages

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 that purpose or effect.

        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.

Dated:		February 13, 2004
		BIOTECHNOLOGY VALUE FUND, L.P.
		By:		BVF Partners L.P., its general partner
				By:		BVF Inc., its general partner
						By:		/s/  MARK N. LAMPERT
								Mark N. Lampert President
		BIOTECHNOLOGY VALUE FUND II, L.P.
		By:		BVF Partners L.P., its general partner
				By:		BVF Inc., its general partner
						By:		/s/  MARK N. LAMPERT
								Mark N. Lampert President
		BVF INVESTMENTS, L.L.C.
		By:		BVF Partners L.P., its manager
				By:		BVF Inc., its general partner
						By:		/s/  MARK N. LAMPERT
								Mark N. Lampert President
		INVESTMENT 10, L.L.C.
		By:		BVF Partners L.P., its attorney-in-fact
				By:		BVF Inc., its general partner
						By:		/s/  MARK N. LAMPERT
								Mark N. Lampert President
		BVF PARTNERS L.P.
		By:		BVF Inc., its general partner
						By:		/s/  MARK N. LAMPERT
								Mark N. Lampert President
		BVF INC.
						By:		/s/  MARK N. LAMPERT
								Mark N. Lampert President

---