SEC FORM 4

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

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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^*

RICHARDS JOHN D

(Last)

(First)

(Middle)

THE MEDICINES CO

8 CAMPUS DR

(Street)

PARSIPPANY

07054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDICINES CO /DE [ MDCO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2004

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/23/2004		M		1,500	A	$3.08	7,100	D
Common Stock⁽¹⁾	06/23/2004		S		400	D	$28.5	7,100	D
Common Stock⁽¹⁾	06/23/2004		S		100	D	$28.54	7,100	D
Common Stock⁽¹⁾	06/23/2004		S		400	D	$28.49	7,100	D
Common Stock⁽¹⁾	06/23/2004		S		600	D	$28.48	7,100	D
Common Stock	06/24/2004		M		3,866	A	$3.08	7,100	D
Common Stock⁽¹⁾	06/24/2004		S		3,866	D	$30	7,100	D
Common Stock	06/24/2004		M		634	A	$10.11	7,100	D
Common Stock⁽¹⁾	06/24/2004		S		534	D	$30	7,100	D
Common Stock⁽¹⁾	06/24/2004		S		100	D	$30.01	7,100	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$3.08	06/23/2004		M			1,500	06/23/2004⁽²⁾	03/23/2010	Common Stock	1,500	$0	3,866	D
Stock Option (right to buy)	$3.08	06/24/2004		M			3,866	06/24/2004⁽³⁾	03/23/2010	Common Stock	3,866	$0	0	D
Stock Option (right to buy)	$10.11	06/24/2004		M			634	06/24/2004⁽⁴⁾	12/11/2011	Common Stock	634	$0	14,366	D

Explanation of Responses:

1. The common stock sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 program adopted by Mr. Richards on March 23, 2004.

2. As of 6/23/2004 the original grant (14,600 shares granted 3/23/2000) was vested with respect to 14,600, of the shares covered thereby. After the exercise of the options reported hereby, as of 6/23/2004, the remaining 3,866 of the shares covered by the option were vested but not exercised.

3. As of 6/24/2004 the original grant (14,600 shares granted 3/23/2000) was vested with respect to 14,600, of the shares covered thereby. After the exercise of the options reported hereby, as of 6/24/2004, there are 0 (zero) outstanding options remaining in this grant.

4. As of 6/24/2004 the original grant (15,000 shares granted on 12/11/2001) was vested with respect to 9,375, of the shares covered thereby. After the exercise of the options reported hereby, as of 6/24/2004, 8,741 of the shares covered by the option were vested but not exercised and the remaining 5,625 of the shares covered by the option vest in equal monthly installments ending 12/11/2011.

	John D. Richards	06/24/2004
	** 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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