Sec Form 5 Filing - ROBERTS EDWARD B @ ADVANCED MAGNETICS INC - 2006-09-30

FORM 5 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 ROBERTS EDWARD B 2. Issuer Name and Ticker or Trading Symbol ADVANCED MAGNETICS INC [ AMAG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ADVANCED MAGNETICS, INC., 125 CAMBRIDGEPARK DRIVE, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2006 (Street) CAMBRIDGE, MA02140 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 01/26/2006 J( 1 ) V 6,927 D $ 0 42,207 ( 2 ) I ( 3 ) By trust. Common Stock 07/03/2006 J( 4 ) V 5,092 D $ 0 42,207 ( 2 ) I ( 5 ) By trust.

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 ROBERTS EDWARD B C/O ADVANCED MAGNETICS, INC. 125 CAMBRIDGEPARK DRIVE, 6TH FLOOR CAMBRIDGE, MA02140 X Signatures /s/ Joseph L. Farmer, attorney-in-fact 11/13/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transfer of reported securities, for no consideration, from the Nancy H. Roberts 2004 Qualified Annuity Interest Trust, in which reporting person and his spouse are the sole trustees and share voting and investment power (the "2004 Trust"), to the Nancy H. Roberts 2006 Qualified Annuity Interest Trust, in which reporting person and his spouse are the sole trustees and share voting and investment power (the "2006 Trust"). ( 2 )Includes 20,276 shares held by the Edward B. Roberts 2006 Qualified Anuity Interest Trust, in which the reporting person and his spouse are sole trustees and share voting and investment power, 9,912 shares held by the 2004 Trust, 6,927 shares held by the 2006 Trust and 5,092 shares held by the Nancy H. Roberts Trust - 2003, in which reporting person and his spouse are the sole trustees and share voting and investment power (the "2003 Trust"). ( 3 )The reported securities are held by the 2006 Trust. ( 4 )Transfer of reported securities, for no consideration, from the 2004 Trust to the 2003 Trust. ( 5 )The reported securities are held by the 2003 Trust.

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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