OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response...11


Washington, D.C. 20549


Under the Securities Exchange Act of 1934
(Amendment No. )*

Adherex Technologies Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

00686 R

(CUSIP Number)

December 31, 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:

        o Rule 13d-1 (b)

        o Rule 13d-1 (c)

        þ Rule 13d-1 (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 the disclosures provided in a prior cover page.

The information required in 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 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).



CUSIP No. 00686 R Page 2 of 6

  1. Name of Reporting Person:
The VenGrowth Advanced Life Sciences Fund Inc.
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:

Number of
Owned by
Each Reporting
Person With
5. Sole Voting Power:
19,946,091 Common Shares

6. Shared Voting Power:

7. Sole Dispositive Power:

8.Shared Dispositive Power:

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

  11.Percent of Class Represented by Amount in Row (9):

  12.Type of Reporting Person:



Item 1(a).
  Name of Issuer
  Adherex Technologies Inc.
Item 1(b).
  Address of Issuer’s Principal Executive Offices
  2300 Englert Drive, Suite G
  Research Triangle Park, Durham,
  North Carolina 27713
Item 2(a).
  Name of Persons Filing
  The VenGrowth Advanced Life Sciences Fund Inc.
Item 2(b).
  Address of Principal Business Office or, if None, Residence
  145 Wellington Street West, Suite 200
  Toronto, Ontario, Canada M5J 1H8
Item 2(c).
  Organized under the laws of Canada.
Item 2(d).
  Title of Class of Securities
  Common Shares
Item 2(e).
  CUSIP Number
  00686 R
Item 3.
  Filing Category
  Not applicable
Item 4(a).
  Amount Beneficially Owned
Item 4(b).
  Percent of Class
Item 4(c).
  Number of shares as to which the Reporting Person has:

  (i)   sole power to vote or direct the vote: 19,946,091
  (ii)   shared power to vote or direct the vote:
  (iii)   sole power to dispose or to direct the disposition: 19,946,091
  (iv)   shared power to dispose or to direct the disposition:



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 has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.
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.
  Not applicable


     After reasonable inquiry and to the best of the signatory’s knowledge and belief, the signatory certifies that the information set forth in this statement is true, complete and correct.

Dated:   February 11, 2005

  The VenGrowth Advanced Life Sciences Fund Inc.
  By:   /s/   Luc Marengère    
    Name:   Luc Marengère   
    Title:   Managing General Partner   
  By:   /s/   Philip Kurtz    
    Name:   Philip Kurtz   
    Title:   Legal Counsel