-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 BezWjZ5OzpOy4P9Gz7r1Hx/cb4CfBVvs9TbTTSXOjL+ZVU8OqHtEL2C4XK90kG9q
 1nIAC2yDclEM4AFUzAIGIw==

<SEC-DOCUMENT>0001211583-07-000049.txt : 20070507
<SEC-HEADER>0001211583-07-000049.hdr.sgml : 20070507
<ACCEPTANCE-DATETIME>20070507121951
ACCESSION NUMBER:		0001211583-07-000049
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070427
FILED AS OF DATE:		20070507
DATE AS OF CHANGE:		20070507

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ADHEREX TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0001211583
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				000000000

	BUSINESS ADDRESS:	
		STREET 1:		4620 CREEKSTONE DRIVE
		STREET 2:		SUITE 200
		CITY:			DURHAM
		STATE:			NC
		ZIP:			27703
		BUSINESS PHONE:		919-484-8484

	MAIL ADDRESS:	
		STREET 1:		4620 CREEKSTONE DRIVE
		STREET 2:		SUITE 200
		CITY:			DURHAM
		STATE:			NC
		ZIP:			27703

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Butts Robert W
		CENTRAL INDEX KEY:			0001378433

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32295
		FILM NUMBER:		07822966

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		212.692.6349

	MAIL ADDRESS:	
		STREET 1:		623 FIFTH AVENUE
		STREET 2:		SUITE 2503
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2007-04-27</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001211583</issuerCik>
        <issuerName>ADHEREX TECHNOLOGIES INC</issuerName>
        <issuerTradingSymbol>AMEX:ADH</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001378433</rptOwnerCik>
            <rptOwnerName>Butts Robert W</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>4620 CREEKSTONE DRIVE, SUITE 200</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>DURHAM</rptOwnerCity>
            <rptOwnerState>NC</rptOwnerState>
            <rptOwnerZipCode>27703</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>41504000</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>Southpoint Master Fund LP</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Warrants (Right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>0.4</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <value>2007-02-21</value>
            </exerciseDate>
            <expirationDate>
                <value>2010-02-21</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>20752000</value>
                    <footnoteId id="F1"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>Southpoint Master Fund LP</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F2">Southpoint GP, LP, and its general partner Southpoint GP LLC, hold indirectly shares of Common Stock and Warrants to purchase Common Stock on behalf of Southpoint Master Fund, LP, of which Southpoint GP, LP is the general partner. Southpoint Capital Advisors LP, and its general partner Southpoint Capital Advisors LLC, hold indirectly shares of Common Stock and Warrants to purchase Common Stock on behalf of Southpoint Master Fund, LP, for which Southpoint Capital Advisors LP serves as an investment manager. Robert W. Butts reports the shares and warrants held indirectly held by Southpoint GP LLC and Southpoint Capital Advisors LLC because, as a manager of Southpoint GP LLC and Southpoint Capital Advisors LLC at the time of purchase, he controlled part of the voting and disposition of the securities.</footnote>
        <footnote id="F1">The filing of this Form 3 shall not be construed as an admission that Robert W. Butts is or was for the purposes of Section 16(a) of the Securities Exchange act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock (&quot;Common Stock&quot;) or warrants to purchase Common Stock (&quot;Warrants&quot;) of Adherex Technologies Inc. owned by Southpoint Master Fund, LP. Pursuant to Rule 16a-1, Robert W. Butts disclaims such beneficial ownership.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>D. Scott Murray, Attorney-in-Fact</signatureName>
        <signatureDate>2007-05-07</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>powerofattorney.txt
<DESCRIPTION>POWER OF ATTORNEY LETTER
<TEXT>
POWER OF ATTORNEY

   Know all by these presents that the undersigned hereby constitutes and
appoints each of D. Scott Murray, James A. Klein, Jr. and Donald R. Reynolds,
and each of them acting alone, signing singly, the undersigned's true and
lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer, director and/or 10% or more
stockholder of Adherex Technologies, Inc. (the "Company"), Forms ID, 3,
4 and 5 and Schedules 13D or 13G (and any amendments thereto) under Section
13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the
"1934 Act") in accordance with the 1934 Act, and the rules promulgated
thereunder; (2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and execute
any such Form or Schedule (and any amendments thereto) and to file timely
such Form or Schedule with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and (3) take a
ny other action of any type whatsoever in connection with the foregoing
which in the opinion of such attorney-in-fact may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

   The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 13(d) or 16(a) of the 1934 Act.

   This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such Forms or Schedules with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorneys-in-fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of May 2007.

                                          /s/ Robert W. Butts
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
