Sec Form 4 Filing - DORMAN NANCY L @ ARADIGM CORP - 2004-02-20

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 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 DORMAN NANCY L 2. Issuer Name and Ticker or Trading Symbol ARADIGM CORP [ ARDM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1119 ST. PAUL STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2004 (Street) BALTIMORE, MD21202 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/20/2004 S 10,247 D $ 2.351 0 I See Note 1 ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DORMAN NANCY L 1119 ST. PAUL STREET BALTIMORE, MD21202 X Signatures Louis S. Citron, attorney-in-fact 02/24/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a general partner of NEA Partners VIII, Limited Partnership which is the sole general partner of New Enterprise Associates VIII, Limited Partnership ("NEA VIII"), the owner of the issuer's securities. The Reporting Person disclaims beneficial ownership, within the meaning of section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA VIII, in which the reporting person has no actual pecuniary interest.

Remarks: In addition to the holdings reported herein, the Reporting Person is a general partner of (i) NEA Partners 10, Limited Partnership which is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"). NEA 10 directly holds (i) 2,489,585 common shares of the issuer, (ii) 1,033,057 Series A Preferred shares of the issuer, and (iii) warrants for 2,447,563 common shares of the issuer. The reporting person also indirectly holds 698 common shares of the issuer through the Nancy L. Dorman Revocable Trust u/a/d 7/15/01. The reporting person disclaims beneficial ownership, within the meaning of section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 shares, in which the reporting person has no actual pecuniary interest.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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