FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 *
  AXONYX INC
 2. Date of Event Requiring Statement (Month/Day/Year)
01/15/2004		 3. Issuer Name and Ticker or Trading Symbol
OXIS INTERNATIONAL INC [OXIS]
(Last)
(First)
(Middle)
500 SEVENTH AVENUE, 10TH FLOOR, 		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10018		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 13,912,571
D
 
Common Stock 1,161,532
I
See Explanation (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AXONYX INC
500 SEVENTH AVENUE, 10TH FLOOR
NEW YORK, NY 10018		     X    
HAUSMAN MARVIN S MD
825 THIRD AVE
40TH FL
NEW YORK, NY 10022		       Chairman & CEO  

Signatures

Marvin S. Hausman, M.D. 01/20/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Axonyx entered into agreements on January 15, 2004 with several stockholders of Oxis to acquire an aggregate of 13,912,571 shares of Oxis common stock in exchange for shares of Axonyx Common Stock, at an effective price of $.586 per share. Marvin S. Hausman, M.D., Chairman and CEO of Axonyx, is an affiliate of Axonyx and beneficially owns 1,161,532 shares of Oxis common stock, and has authorized Axonyx to file this Report on his behalf.

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