UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment 3) (Name of Issuer)				Aradigm Corp (Title of Class of Securities)	Common Stock (CUSIP Number)				038505301 (Date of Event Which Requires Filing of this Statement)	December 31, 2013 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ]Rule 13d-1(b) [ X ]Rule 13d-1(c) [ ]Rule 13d-1(d) CUSIP No. 		038505301 1.Names of Reporting Persons. Laurence W.Lytton 2. Check the Appropriate Box if a Member of a Group (See Instructions) a).......................................................................... (b).......................................................................... 3.SEC Use Only 4.Citizenship or Place of Organization 		USA 5.Sole Voting Power 		23,121,232 6.Shared Voting Power 		 45,100 7.Sole Dispositive Power		23,121,232 8.Shared Dispositive Power 	 45,100 9.Aggregate Amount Beneficially Owned by Each Reporting Person 			23,166,332 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)................................. 11.Percent of Class Represented by Amount in Row (9) 			3.9% 12.Type of Reporting Person (See Instructions) 			IN Item 1. (a)Name of Issuer		Aradigm Corp (b)Address of Issuer's Principal Executive Offices 			3929 Point Eden Way 			Hayward, CA 94545 	 Item 2. (a)Name of Person Filing	Laurence W. Lytton (b)Address of Principal Business Office or, if none, Residence 						467 CPW 						N.Y., NY 10025 (c)Citizenship			USA (d)Title of Class of Securities	Common (e)CUSIP Number			038505301 Item 3. 	not applicable Item 4.Ownership. (a)Amount beneficially owned: 	23,166,332 consisting of 22,554,082 	shares held directly, 494,050 held in the AWL Family LLC, and 	118,200 shares held in managed family accounts. (b)Percent of class: 		3.9% (c)Number of shares as to which the person has: (i)Sole power to vote or to direct the vote 	23,121,232. (ii)Shared power to vote or to direct the vote 	 45,100. (iii)Sole power to dispose or to direct the disposition of 23,121,232. (iv)Shared power to dispose or to direct the disposition of 45,100. Item 5.Ownership of Five Percent or Less of a Class: (X) 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.Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ___02/10/14___________________________ Date ____s/ Laurence W. Lytton____________________________ Signature _____Laurence W. Lytton___________________________ Name/Title