
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest reported)           OCTOBER 28, 2003
                                           ---------------------------------

                           ADVANCED BIOTHERAPY, INC.
             (Exact name of registrant as specified in its chapter)

  DELAWARE                            0-26323              51-0402415
-----------------------------       ------------         ---------------------
(State or other jurisdiction        (Commission          (IRS Employer
             of incorporation)       File Number)          Identification No.)

6355 TOPANGA CANYON BOULEVARD, SUITE 510                            91367
----------------------------------------                            -----
WOODLAND HILLS, CALIFORNIA                                       (Zip Code)
--------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code   (818) 883-6716
                                                   --------------------


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Item 5.  OTHER EVENTS.

         The  Registrant  raised  $800,000.00  through the private  placement to
accredited  investors of 2003  Subordinated  Convertible  Pay-In-Kind  Notes Due
September 30, 2007  ("Convertible  Notes Due 2007") in the  aggregate  principal
amount of  $800,000.00  during the week of October 27, 2003,  of which  Director
Richard  P.  Kiphart  acquired   $700,000.00   principal  amount  thereof.   The
Convertible  Notes  Due 2007  bear  interest  at 12% per  annum,  with  interest
payable, at the Registrant's option, in cash or in additional  Convertible Notes
Due 2007, and are convertible  into the  Registrant's  Common Stock at $0.25 per
share. The Convertible Notes Due 2007 will be paid ratably with the Registrant's
outstanding  convertible  debt and  convertible  notes,  and the holders will be
entitled to certain piggyback  registration rights as more specifically provided
in an  investor  rights  agreement  among  the  Registrant  and the  holders  of
Convertible  Notes Due 2007.  The terms of the  Convertible  Notes Due 2007 were
determined by the Registrant's  disinterested  directors.  The proceeds from the
placement  of the  Convertible  Notes Due 2007 are to be used to fund  potential
Phase I clinical trials,  although no assurance can be given that the Registrant
will qualify for any Phase I clinical trials,  or that the FDA will approve such
clinical  trials.  The proceeds also will be used for the  Registrant's  working
capital purposes.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

Designation    Description of Exhibit

10.12          Form of 2003 Subordinated Convertible Pay-In-Kind Note Due
               September 30, 2007

10.13          Form of Investor Rights Agreement


                                       2
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                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       ADVANCED BIOTHERAPY, INC.
                                      (Registrant)


Date:    October 28, 2003              By: /S/EDMOND BUCCELLATO
                                           ---------------------------------
                                           Edmond Buccellato, President and CEO




                                INDEX TO EXHIBITS

EXHIBIT        DESCRIPTION

10.12          Form of 2003 Subordinated Convertible Pay-In-Kind Note Due
               September 30, 2007

10.13          Form of Investor Rights Agreement


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