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

                                  SCHEDULE 13G
                                 (RULE 13D-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
              TO RULES 13D-L(B), (C) AND (D) AND AMENDMENTS THERETO
                             FILED PURSUANT TO 13D-2
                               (AMENDMENT No. 1)*

                          HYALOZYME THERAPEUTICS, INC.
                                (Name of Issuer)

                          COMMON STOCK, $0.01 PAR VALUE
                         (Title of Class of Securities)

                           (CUSIP Number) 40637H 10 9

                     David Ramsay, 11588 Sorento Valley Road
                           San Diego, California 92121
                                 (858) 794-8889
                     ---------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 March 12, 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:

                                |_| Rule 13d-l(b)

                                |X| Rule 13d-l(c)

                                |_| Rule 13d-l(d)

* 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 ("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).



                                      SCHEDULE 13G

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CUSIP NO.  40637H 10 9                                         PAGE 2 OF 6 PAGES
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1          NAME OF REPORTING PERSON
           SS. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON

           Jesse Grossman

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2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) |_|
                                                                        (b) |_|

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3          SEC USE ONLY

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4          CITIZENSHIP OR PLACE OF ORGANIZATION

           United States

--------------------------------------------------------------------------------
                   5        SOLE VOTING POWER
  NUMBER OF
   SHARES                   2,563,571
BENEFICIALLY       -------------------------------------------------------------
  OWNED BY         6        SHARED VOTING POWER
    EACH
  REPORTING                 N/A
   PERSON          -------------------------------------------------------------
    WITH           7        SOLE DISPOSITIVE POWER

                            2,563,571
                   -------------------------------------------------------------
                   8        SHARED DISPOSITIVE POWER

                            N/A
--------------------------------------------------------------------------------
9          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           2,563,571
--------------------------------------------------------------------------------
10         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

           |_|
--------------------------------------------------------------------------------
11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

           6.50
--------------------------------------------------------------------------------
12         TYPE OF REPORTING PERSON

           IN
--------------------------------------------------------------------------------



                                  SCHEDULE 13G

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CUSIP NO. 40637H 10 9                                          PAGE 3 OF 6 PAGES
---------------------                                          -----------------

ITEM 1(A). NAME OF ISSUER:

      Hyalozyme Therapeutics, Inc.


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

         11588 Sorento Valley Rd.
         San Diego, California  92121

ITEM 2(A). NAME OF PERSON FILING:

      The Person filing this is Jesse Grossman

ITEM 2(B). ADDRESS OF PRINCIPAL OFFICES OR, IF NONE, RESIDENCE:

      C/o W. Huang, 301 North Lake Avenue, #800, Pasadena, California 91101

ITEM 2(C). CITIZENSHIP:

      United States

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

      Common Stock

ITEM 2(E). CUSIP NUMBER: 40637H 10 9



                                  SCHEDULE 13G

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CUSIP NO. 40637H 10 9                                          PAGE 4 OF 6 PAGES
---------------------                                          -----------------

ITEM 3. IF THE STATEMENT IS BEING FILED PURSUANT TO RULE  13D-L(B),  OR 13D-2(B)
OR (C), CHECK WHETHER THE FILING PERSON IS A:

(a)  |_|  Broker or dealer  registered  under  Section  15 of the Act (15 U.S.C.
          78o);

(b)  |_|  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)  |_|  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C.
          78c);

(d)  |_|  Investment  company  registered  under  Section  8 of  the  Investment
          Company Act of 1940 (15 U.S.C. 80a-8);

(e)  |_|  An investment adviser in accordance with l3d-l(b)(I)(ii)(E);

(f)  |_|  An employee  benefit plan or endowment  fund in accordance  with 13d-1
          (b)(1)(ii)(F);

(g)  |_|  A  parent  holding  company  or  control  person  in  accordance  with
          13d-l(b)(1)(ii)(G);

(h)  |_|  A savings  association  as  defined  in  Section  3(b) of the  Federal
          Deposit Insurance Act (12 U.S.C.1813);

(i)  |_|  A church plan that is excluded  from the  definition  of an investment
          company under Section  3(c)(14) of the Investment  Company Act of 1940
          (15 U.S.C. 80a-3);

(j)  |_|  Group, in accordance with l3d-l(b)(l)(ii)(J).

If this statement is filed pursuant to 13d-1(c), check this box.

ITEM 4. OWNERSHIP:

      The  information in Items 5-11 on the cover page (page 2) of this Schedule
13G is incorporated by reference.

      Includes 1,231,558 shares and 627,219 warrants to purchase shares, 474,890
shares and  211,570  warrants  to  purchase  shares  held by the Jesse  Grossman
Accountancy  Corporation Retirement Trust. Also includes 11,667 shares and 6,667
warrants to purchase  shares held by Grove Capital,  LLC in which Jesse Grossman
and the Jesse Grossman  Accountancy  Corporation  Retirement  Trust are members.
Each of Jesse Grossman and the Jesse Grossman Accountancy Corporation Retirement
Trust may be deemed beneficial  owners of the shares held by Grove Capital,  LLC
however,  each  disclaims  beneficial  ownership  except to the  extent of their
pecuniary interest therein.



                                  SCHEDULE 13G

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CUSIP NO.  40637H 10 9                                         PAGE 5 OF 6 PAGES
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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  person had ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following

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

      Not Applicable.

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 THE GROUP.

      Not Applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

      Not Applicable.

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.



                                  SCHEDULE 13G

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CUSIP NO. 40637H 10 9                                          PAGE 6 OF 6 PAGES
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                                    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: March 19, 2004

                                        By: /s/ Jesse Grossman
                                            ------------------------------------
                                            Jesse Grossman

      The original  statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer  or   general   partner  of  the   filing   person,   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

ATTENTION.  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).