Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
O CONNOR C RODNEY
   2. Issuer Name and Ticker or Trading Symbol
ATRIX LABORATORIES INC [ATRX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2579 MIDPOINT DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
11/19/2004
(Street)

FORT COLLINS, CO 80525		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/19/2004   D   73,000 D (1) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 11.63 11/19/2004   D     12,000   (2) 05/02/2006 Common Stock 12,000 (2) 0 D  
Stock Option $ 9.265 11/19/2004   D     10,000   (3) 11/18/2006 Common Stock 10,000 (3) 0 D  
Stock Option $ 9.935 11/19/2004   D     4,000   (4) 04/26/2009 Common Stock 4,000 (4) 0 D  
Stock Option $ 9 11/19/2004   D     4,000   (5) 05/09/2010 Common Stock 4,000 (5) 0 D  
Stock Option $ 10.125 11/19/2004   D     700   (6) 08/07/2010 Common Stock 700 (6) 0 D  
Stock Option $ 18.25 11/19/2004   D     700   (7) 11/21/2010 Common Stock 700 (7) 0 D  
Stock Option $ 22.375 11/19/2004   D     700   (8) 02/01/2011 Common Stock 700 (8) 0 D  
Stock Option $ 17 11/19/2004   D     4,700   (9) 05/01/2011 Common Stock 4,700 (9) 0 D  
Stock Option $ 25.61 11/19/2004   D     700   (10) 08/01/2011 Common Stock 700 (10) 0 D  
Stock Option $ 26.14 11/19/2004   D     700   (11) 11/01/2011 Common Stock 700 (11) 0 D  
Stock Option $ 25.34 11/19/2004   D     8,000   (12) 11/05/2011 Common Stock 8,000 (12) 0 D  
Stock Option $ 22.99 11/19/2004   D     700   (13) 02/01/2012 Common Stock 700 (13) 0 D  
Stock Option $ 23.19 11/19/2004   D     4,700   (14) 05/01/2012 Common Stock 4,700 (14) 0 D  
Stock Option $ 16.46 11/19/2004   D     700   (15) 08/01/2012 Common Stock 700 (15) 0 D  
Stock Option $ 16.52 11/19/2004   D     700   (16) 11/18/2012 Common Stock 700 (16) 0 D  
Stock Option $ 10.53 11/19/2004   D     700   (17) 02/07/2013 Common Stock 700 (17) 0 D  
Stock Option $ 16.47 11/19/2004   D     12,000   (18) 04/28/2013 Common Stock 12,000 (18) 0 D  
Stock Option $ 31.34 11/19/2004   D     15,000   (19) 05/03/2014 Common Stock 15,000 (19) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
O CONNOR C RODNEY
2579 MIDPOINT DRIVE
FORT COLLINS, CO 80525		   X      

Signatures

 Sarah Watson, Attorney-in-Fact for C. Rodney O'Connor   11/23/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Disposed of pursuant to merger agreement between issuer and QLT Inc. for 73,000 shares of QLT common stock having a market value of $15.42 per share as reported on NASDAQ on the effective date of the merger, and $1,066,530.00 in cash.
(2) This option, which provided for vesting in three equal annual installments beginning on May 3, 1997, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 22,848 shares of QLT Inc. common stock for $6.11 per share.
(3) This option, which provided for vesting in three equal annual installments beginning on November 18, 1997, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 19,040 shares of QLT Inc. common stock for $5.06 per share.
(4) This option, which provided for vesting in three equal annual installments beginning on April 26, 2000, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 7,616 shares of QLT Inc. common stock for $5.22 per share.
(5) This option, which provided for vesting in three equal annual installments beginning on May 9, 2001, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 7,616 shares of QLT Inc. common stock for $4.73 per share.
(6) This option, which provided for vesting in three equal annual installments beginning on August 7, 2001, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $5.32 per share.
(7) This option, which provided for vesting in three equal annual installments beginning on November 21, 2001, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $9.59 per share.
(8) This option, which provided for vesting in three equal annual installments beginning on May 1, 2002, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $11.76 per share.
(9) This option, which provided for vesting in three equal annual installments beginning on May 1, 2002, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 8,948 shares of QLT Inc. common stock for $8.93 per share.
(10) This option, which provided for vesting in three equal annual installments beginning on August 1, 2002, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $13.46 per share.
(11) This option, which provided for vesting in three equal annual installments beginning on November 1, 2002, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $13.73 per share.
(12) This option, which provided for vesting in three equal annual installments beginning on November 5, 2002, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 15,232 shares of QLT Inc. common stock for $13.31 per share.
(13) This option, which provided for vesting in three equal annual installments beginning on February 1, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $12.08 per share.
(14) This option, which provided for vesting in three equal annual installments beginning on May 1, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 8,949 shares of QLT Inc. common stock for $12.18 per share.
(15) This option, which provided for vesting in three equal annual installments beginning on August 1, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $8.65 per share.
(16) This option, which provided for vesting in three equal annual installments beginning on November 18, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $8.68 per share.
(17) This option, which provided for vesting in three equal annual installments beginning on February 7, 2004, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $5.54 per share.
(18) This option, which provided for vesting in three equal annual installments beginning on April 28, 2004, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 22,848 shares of QLT Inc. common stock for $8.65 per share.
(19) This option, which provided for vesting in three equal annual installments beginning on May 3, 2005, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 28,561 shares of QLT Inc. common stock for $16.46 per share.

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