SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FRAZIER ALAN D (Last) (First) (Middle) C/O FRAZIER & COMPANY 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RIGEL PHARMACEUTICALS INC [ RIGL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/19/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/23/2004	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2004		S		75,017(1)(2)	D	$18.8	1,710,145(1)(2)(3)	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This amendment is being filed to report the actual number of shares sold by Frazier Healthcare IV, L.P. (6,819 shares) and Frazier Affiliates IV, L.P. (35 shares) upon the exercise by the Underwriters of their option to cover over-allotments, which option was granted pursuant to the Underwriting Agreement dated February 19, 2004, by and between the Issuer, the Selling Shareholders (as defined therein) and the Underwriters (as defined therein), which was previously filed as Exhibit 1.1 to the Form 8-K of the Issuer filed February 20, 2004.

2. The Form 4 reports filed by Alan D. Frazier on February 23 and 26, 2004 reported the maximum number of shares that might have been purchased by the Underwriters. On March 19, 2004, the over-allotment option was exercised and the actual number of shares sold became known. Previously, it was assumed that 10,221 shares held by Frazier Healthcare IV, L.P. and 52 shares held by Frazier Affiliates IV, L.P., had been sold to the Underwriters as of February 19, 2004 in connection with the exercise of the over-allotment option.

3. Includes 1,220,869 shares held by Frazier Healthcare IV, L.P., 6,197 shares held by Frazier Affiliates IV, L.P., 481,397 shares held by Frazier Healthcare II, L.P. and 1,682 shares held by Frazier & Company, Inc. Alan D. Frazier, a director of Rigel since October 1997, is one of five managing members of FHM IV, L.L.C., the general partner of FHM IV, L.P., which is the general partner of both Frazier Healthcare IV, L.P. and Frazier Affiliates IV, L.P. Mr. Frazier is the president and controlling shareholder of Frazier & Company, Inc. Frazier & Company, Inc. is the managing member of Frazier Management L.L.C., which is the managing member of the general partner of Frazier Healthcare II, L.P. Mr. Frazier disclaims beneficial ownership of the shares, except to the extent of his proportionate pecuniary interest therein. This filing does not constitute admission that the reporting person is a beneficial owner of the shares for purposes of Section 16 or for any other purposes.

	/s/ Alan D. Frazier	03/23/2004
	** 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 4 (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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