SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Protopapas Anna

(Last)

(First)

(Middle)

MILLENNIUM PHARMACEUTICALS, INC.

40 LANDSDOWNE STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2006

3. Issuer Name and Ticker or Trading Symbol
MILLENNIUM PHARMACEUTICALS INC [ MLNM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	9,172	D
Common stock	4,056⁽¹⁾	I	by 401(k) plan account

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option (right to buy)	⁽²⁾	10/09/2007	Common stock	26,896	$4.9063	D
Employee stock option (right to buy)	⁽³⁾	04/22/2008	Common stock	2,081	$4.7188	D
Employee stock option (right to buy)	⁽⁴⁾	03/26/2009	Common stock	7,373	$8.125	D
Employee stock option (right to buy)	⁽⁵⁾	04/30/2009	Common stock	6,666	$9.297	D
Employee stock option (right to buy)	12/31/2005	01/26/2009	Common stock	76	$1.4017	D
Employee stock option (right to buy)	⁽⁶⁾	04/12/2009	Common stock	184	$1.4017	D
Employee stock option (right to buy)	⁽⁷⁾	03/14/2010	Common stock	16,000	$44	D
Employee stock option (right to buy)	12/31/2005	01/21/2009	Common stock	80	$0.065	D
Employee stock option (right to buy)	⁽⁸⁾	02/25/2009	Common stock	190	$1.125	D
Employee stock option (right to buy)	⁽⁹⁾	03/06/2011	Common stock	7,000	$33.25	D
Employee stock option (right to buy)	⁽⁹⁾	04/06/2011	Common stock	7,000	$26.55	D
Employee stock option (right to buy)	⁽¹⁰⁾	03/30/2011	Common stock	9,667	$30.46	D
Employee stock option (right to buy)	⁽¹⁰⁾	04/30/2011	Common stock	9,667	$36.68	D
Employee stock option (right to buy)	⁽¹¹⁾	05/04/2011	Common stock	7,000	$37.78	D
Employee stock option (right to buy)	⁽¹²⁾	05/31/2011	Common stock	9,666	$38.17	D
Employee stock option (right to buy)	⁽¹³⁾	09/26/2011	Common stock	12,500	$16.13	D
Employee stock option (right to buy)	⁽¹⁴⁾	02/27/2012	Common stock	7,292	$19.49	D
Employee stock option (right to buy)	⁽¹⁴⁾	03/27/2012	Common stock	7,292	$22.04	D
Employee stock option (right to buy)	⁽¹⁵⁾	04/26/2012	Common stock	7,291	$18.42	D
Employee stock option (right to buy)	⁽¹⁶⁾	10/17/2012	Common stock	4,167	$7.99	D
Employee stock option (right to buy)	⁽¹⁶⁾	11/15/2012	Common stock	4,167	$8.27	D
Employee stock option (right to buy)	⁽¹⁷⁾	12/17/2012	Common stock	4,166	$9.35	D
Employee stock option (right to buy)	⁽¹⁸⁾	02/26/2013	Common stock	12,750	$6.88	D
Employee stock option (right to buy)	⁽¹⁹⁾	09/02/2013	Common stock	12,750	$14.68	D
Employee stock option (right to buy)	⁽²⁰⁾	02/25/2014	Common stock	19,375	$17.77	D
Employee stock option (right to buy)	⁽²¹⁾	09/01/2014	Common stock	19,375	$12.09	D
Employee stock option (right to buy)	⁽²²⁾	09/23/2014	Common stock	50,000	$13.36	D
Employee stock option (right to buy)	⁽²³⁾	03/03/2015	Common stock	71,875	$8.41	D
Employee stock option (right to buy)	⁽²⁴⁾	03/31/2015	Common stock	8,334	$8.42	D
Employee stock option (right to buy)	⁽²⁵⁾	04/29/2015	Common stock	8,333	$8.7	D

Explanation of Responses:

1. Reflects shares alllocated to the reporting person's account under the Millennium 401(k) plan as of December 31, 2005.

2. Became exercisable for 1/4 of the total number of shares granted on the first anniversary of the date of grant and for 1/48th of the total number of shares granted monthly thereafter beginning 11/09/1998.

3. Became exercisable for 1/48th of the total number of shares granted on 04/22/1998 and for 1/48th of the total number of shares granted monthly beginning on 05/01/1998.

4. Became exercisable for 1/48th of the total number of shares granted monthly beginning 04/01/1999.

5. Became exercisable for 1/48th of the total number of shares granted monthly beginning 05/18/1999.

6. Became exercisable for 1/48th of the total number of shares granted on 04/12/1999 and for 1/48th of the total number of shares granted monthly thereafter beginning 05/01/1999.

7. Became exercisable for 1/48th of the total number of shares granted monthly beginning 04/01/2000.

8. Became exercisable for 1/48th of the total number of shares granted monthly beginning 04/01/1999.

9. Became exercisable for 1/48th of the total number of shares granted monthly beginning 04/06/2001.

10. Became exercisable for 1/48th of the total number of shares granted monthly beginning 04/30/2001.

11. Became exercisable for 1/48th of the total number of shares granted on 05/04/2001 and for 1/48th of the total number of shares granted monthly thereafter beginning 05/06/2001.

12. Became exercisable for 2/48ths of the total number of shares granted on 05/31/2001 and for 1/48th of the total number of shares granted monthly thereafter beginning 06/30/2001.

13. Becomes exercisable for 1/54th of the total number of shares granted monthly beginning 10/26/2001.

14. Becomes exercisable for 1/48th of the total number of shares granted monthly beginning 03/27/2002.

15. Becomes exercisable for 1/48th of the total number of shares granted on 04/26/2002 and for 1/48th of the total number of shares granted monthly thereafter beginning 04/27/2002.

16. Becomes exercisable for 1/53rd of the total number of shares granted monthly beginning 11/17/2002.

17. Becomes exercisable for 2/53rds of the total number of shares granted on 12/17/2002 and for 1/53rd of the total number of shares granted monthly thereafter beginning 01/17/2003.

18. Becomes exercisable for 1/48th of the total number of shares granted monthly beginning 03/26/2003.

19. Becomes exercisable for 6/48ths of the total number of shares granted on 09/02/2003 and for 1/48th of the total number of shares granted monthly thereafter beginning 9/26/2003.

20. Becomes exercisable for 1/48th of the total number of shares granted monthly beginning 03/25/2004.

21. Becomes exercisable for 6/48ths of the total number of shares granted on 09/01/2004 and for 1/48th of the total number of shares granted monthly beginning 09/25/2004.

22. Becomes exercisable for 1/48th of the total number of shares granted monthly beginning 10/23/2004.

23. Becomes exercisable for 1/48th of the number of shares granted monthly beginning 04/03/2005 through 02/03/2007 and for 25/48ths of the shares on 03/03/2007.

24. Becomes exercisable for 1/48th of the total number of shares granted monthly beginning 04/01/2005.

25. Becomes exercisable for 1/48th of the total number of shares granted on 04/29/2005 and for 1/48th of the total number of shares granted monthly thereafter beginning 05/01/2005.

Remarks:

This is the first of two Forms 3 filed by the reporting person on the same date. The information in Table II is continued on the second Form 3.

	Jean L. Ernst, Attorney-In-Fact	02/08/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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