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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * HYDE JOSEPH R III   2. Issuer Name and Ticker or Trading Symbol GTX INC /DE/ [GTXI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3 N. DUNLAP STREET, 3RD FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 11/01/2005 (Street) MEMPHIS, TN 38163 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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               147,736 (1) I (2) By GRAT Common Stock               7,341,342.15 (3) D (2)   Common Stock               1,500,000 (4) I (2) By 2005 GRAT Common Stock               216,462 I By Spouse Common Stock               114,350 I By Trust Common Stock               114,350 I By Trust Common Stock               188,700 I By Trust Common Stock               188,700 I By Trust Common Stock               188,700 I By Trust Common Stock               677,000 I By Pittco Investments, L.P. (5) Common Stock               91,628 I By Pittco Associates, L.P. (5) Common Stock               291,093 I By Memphis Biomed Ventures I, L.P. (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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
HYDE JOSEPH R III 3 N. DUNLAP STREET 3RD FLOOR MEMPHIS, TN 38163	X	X

Signatures

/s/ Henry P. Doggrell, by Power of Attorney		11/22/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Excludes annuity distribution of 84,487 shares from a Grantor Retained Annuity Trust to the reporting person on November 1, 2005 and represents a change in form of ownership.
(2)	This is a voluntary reporting of a change in beneficial ownership.
(3)	Includes annuity distribution of 84,487 shares from GRAT to the reporting person on November 1, 2005 and excludes 1,500,000 shares contributed to a newly established grantor retained annuity trust on November 21, 2005.
(4)	These shares were previously reported as directly beneficially owned by the reporting person but were contributed to a grantor retained annuity trust on November 21, 2005.
(5)	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in his report shall not be deemed an admission of beneficial ownership of the reported shares for the purpose of Section 16 or any other purpose.

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