SEC FORM 3/A

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

DRAZAN JEFFREY M

(Last)

(First)

(Middle)

2884 SAND HILL RD STE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2004

3. Issuer Name and Ticker or Trading Symbol
THERAVANCE INC [ THRX ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/04/2004

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 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	16,129	D
Common Stock	2,685,467	I	By Sierra Ventures VI⁽¹⁾
Common Stock	58,860	I	By SV Associates VI, L.P., held as nominee⁽²⁾
Common Stock	116,129	I	By Victory Ventures, LLC⁽³⁾

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)
Stock Option (right to buy)	09/02/2007⁽⁴⁾	04/29/2014	Common Stock	25,806	$9.69	D

Explanation of Responses:

1. Reporting person is the general partner of SV Associates VI, L.P. which is the general partner of Sierra Ventures VI, L.P. Reporting person disclaims beneficial ownership in these shares except to the extent of his indirect pecuniary interest therein.

2. Shares are held in the name of SV Associates VI, L.P., as nominee on behalf of reporting person.

3. Reporting person is a member of the Board of Directors of Victory Ventures, LLC. Reporting person disclaims beneficial ownership in these shares except to the extent of his indirect pecuniary interest therein.

4. This option is fully vested.

Remarks:

An amended Form 3 is being filed to reflect the membership of reporting person on the Board of Directors of Victory Ventures, LLC.

	Jeffrey M. Drazan	03/22/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.