Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)

Information to be included in statements filed pursuant to
Rule 13d-1(a) and amendments thereto filed
pursuant to Rule 13d-2(a)

INTRABIOTICS PHARMACEUTICALS, INC.
(Name of Issuer)

Common Stock, $.001 par value
(Title of Class of Securities)

46116T 10 0
(CUSIP Number)

Leo Kirby
667 Madison Avenue
New York, New York 10021
(212) 521-2418
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 5, 2004
(Date of Event which Requires Filing of this Statement)

                If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_]

                Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

                *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 disclosures provided in a prior cover page.

                The information required on 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 (the “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).

Page 1 of 11 Pages


SCHEDULE 13D
  
CUSIP No.  46116T 10 0      Page 1  of 11 Pages
  
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (Entities Only)

Julian C. Baker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
2,088,215
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,088,215
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,088,215
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.0%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

SCHEDULE 13D
  
CUSIP No.  46116T 10 0      Page 2  of 11 Pages
  
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

Felix J. Baker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
2,088,215
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,088,215
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,088,215
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.0%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

SCHEDULE 13D
  
CUSIP No.  46116T 10 0      Page 3  of 11 Pages
  
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (Entities Only)

Andrew H. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
8,050
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
8,050
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

SCHEDULE 13D
  
CUSIP No.  46116T 10 0      Page 5  of 11 Pages
  
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (Entities Only)

Daniel R. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
8,050
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
8,050
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

SCHEDULE 13D
  
CUSIP No.  46116T 10 0      Page 6  of 11 Pages
  
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

James S. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
8,050
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
8,050
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

SCHEDULE 13D
  
CUSIP No.  46116T 10 0      Page 7  of 11 Pages
  
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

Thomas J. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
8,050
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
8,050
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

                This Amendment No. 2 (the “Amendment”) to Schedule 13D is being filed by Julian C. Baker, Felix J. Baker, Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch (the “Reporting Persons”) to amend and supplement the statement on Schedule 13D previously filed by the Reporting Persons. Except as amended and supplemented therein, that statement remains in full force and effect.

Item 5.  Interest in Securities of the Issuer.

                Because of certain business and family relationships among the Reporting Persons, they are filing as if they constitute a group solely for informational purposes. By signing this statement, each Reporting Person agrees that this Statement is filed on his or her behalf. The filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder. Each Reporting Person disclaims beneficial ownership of, or a pecuniary interest in, any securities of the Company owned by any other Reporting Person, except to the extent that any beneficial ownership or pecuniary interest is expressly reported herein.

                The table below sets forth the aggregate number of shares of Common Stock owned by each of the designated entities, together with the percentage of outstanding shares of Common Stock that such ownership represents, in each case taking into account the shares of Common Stock that each entity has the right to acquire upon conversion of the Series A Preferred Stock and exercise of the Warrants. The ownership percentages are based upon 5,364,383 shares of Common Stock outstanding as of March 31, 2004, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004.

Name of Beneficial Owner Amount and Nature of
Beneficial Ownership		 Percent of Class
Outstanding
Baker Bros. Investments, L.P.
Baker Bros. Investments II, L.P.
Baker/Tisch Investments, L.P.
Baker Biotech Fund I, L.P.
Baker Biotech Fund II, L.P.
Baker Biotech Fund II (Z), L.P.
Four Partners

Total 		  81,797
96,451
67,712
879,760
855,646
106,849
8,050

2,096,265 		  1
1
1
15
14
2
0

32 		..5%
..8%
..2%
..1%
..7%
..0%
..2%

..1%

                Julian C. Baker and Felix J. Baker, by virtue of their control of entities that have the power to control the investment decisions of Baker Bros. Investments, L.P., Baker Bros. Investments II, L.P., Baker/Tisch Investments, L.P., Baker Biotech Fund I, L.P., Baker Biotech Fund II, L.P. and Baker Biotech Fund II (Z), L.P., may each be deemed to be the beneficial owners of securities held by such entities and may each be deemed to have shared power to vote or direct the vote of and to dispose or direct the disposition of such securities. Each such entity has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the Company’s Common Stock owned beneficially by such entity.

Page 8 of 11 Pages


                By virtue of their status as managing trustees of the trusts that are the general partners of Four Partners, a New York general partnership, Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to have shared beneficial ownership of securities held by Four Partners and shared power to vote or direct the vote of and to dispose or direct the disposition of such securities.

                During the 60 days preceding the date hereof, the following purchases of Common Stock were effected by the entities noted below with broker dealers in the over the counter market.

Name Date Number of
Shares		 Price/Share
Baker Bros. Investments, L.P.
Baker Bros. Investments II, L.P.
Baker Biotech Fund I, L.P.
Baker Biotech Fund II, L.P.
Baker Biotech Fund II (Z), L.P. 		05/05/04
05/05/04
05/05/04
05/05/04
05/05/04 		22,092
21,304
209,608
196,266
25,730 		$13.00
$13.00
$13.00
$13.00
$13.00

                The entities noted below also received dividends in shares of Common Stock that were paid by the Company to all holders of Series A Preferred Stock during the 60 days preceding the date hereof.

Name Date Number of Shares  
Baker Bros. Investments, L.P.
Baker Bros. Investments II, L.P.
Baker/Tisch Investments, L.P.
Baker Biotech Fund I, L.P.
Baker Biotech Fund II, L.P.
Baker Biotech Fund II (Z), L.P. 		04/15/04
04/15/04
04/15/04
04/15/04
04/15/04
04/15/04 		60
72
97
679
679
84 		 

Item 7.  Material to Be Filed as Exhibits.

  Exhibit 1 Agreement regarding the joint filing of this statement.


Page 9 of 11 Pages


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.

Dated: May 20, 2004

  By: /s/ Julian C. Baker
     
      Julian C. Baker

  By: /s/ Felix J. Baker
     
      Felix J. Baker

  By: /s/ Andrew H. Tisch
     
      Andrew H. Tisch

   By: /s/ Daniel R. Tisch
     
      Daniel R. Tisch

   By: /s/ James S. Tisch
     
      James S. Tisch

   By: /s/ Thomas J. Tisch
     
      Thomas J. Tisch

 

 

Page 10 of 11 Pages