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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1. Name and Address of Reporting Person * DUNCAN MICHAEL R   2. Issuer Name and Ticker or Trading Symbol ATRIX LABORATORIES INC [ATRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP & General Manager (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   715 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	$ 16.5	11/19/2004		D			10,000	(2)	11/17/2007	Common Stock	10,000	(2)	0	D
Stock Option	$ 9.75	11/19/2004		D			14,200	(3)	06/02/2010	Common Stock	14,200	(3)	0	D
Stock Option	$ 9.5	11/19/2004		D			10,000	(4)	08/03/2010	Common Stock	10,000	(4)	0	D
Stock Option	$ 15.563	11/19/2004		D			10,000	(5)	08/30/2010	Common Stock	10,000	(5)	0	D
Stock Option	$ 18.125	11/19/2004		D			5,000	(6)	12/08/2010	Common Stock	5,000	(6)	0	D
Stock Option	$ 22.83	11/19/2004		D			4,000	(7)	05/06/2012	Common Stock	4,000	(7)	0	D
Stock Option	$ 16.46	11/19/2004		D			11,000	(8)	04/28/2013	Common Stock	11,000	(8)	0	D
Stock Option	$ 22.32	11/19/2004		D			12,000	(9)	12/08/2013	Common Stock	12,000	(9)	0	D
Stock Option	$ 31	11/19/2004		D			30,000	(10)	05/06/2014	Common Stock	30,000	(10)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DUNCAN MICHAEL R 2579 MIDPOINT DRIVE FORT COLLINS, CO 80525			VP & General Manager

Signatures

Sarah Watson, Attorney-in-Fact for Michael R. Duncan		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 715 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 $10,446.15 in cash.
(2)	This option, which provided for vesting in three equal annual installments beginning on November 17, 1998, 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 $8.67 per share.
(3)	This option, which provided for vesting in three equal annual installments beginning on June 2, 2001, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 27,037 shares of QLT Inc. common stock for $5.13 per share.
(4)	This option, which provided for vesting in three equal annual installments beginning on August 3, 2001, 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 $4.99 per share.
(5)	This option, which provided for vesting in three equal annual installments beginning on August 30, 2001, 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 $8.18 per share.
(6)	This option, which provided for vesting in three equal annual installments beginning on December 8, 2001, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 9,520 shares of QLT Inc. common stock for $9.52 per share.
(7)	This option, which provided for vesting in three equal annual installments beginning on May 6, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 7,615 shares of QLT Inc. common stock for $12.00 per share.
(8)	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 20,944 shares of QLT Inc. common stock for $8.65 per share.
(9)	This option, which provided for vesting in three equal annual installments beginning on December 8, 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 $11.73 per share.
(10)	This option, which provided for vesting in three equal annual installments beginning on May 6, 2005, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 57,122 shares of QLT Inc. common stock for $16.29 per share.

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