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* BATT MARTIN (Last) (First) (Middle) 4840 PEARL EAST CIRCLE, SUITE 300W (Street) BOULDER CO 80301 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/28/2004	3. Issuer Name and Ticker or Trading Symbol TAPESTRY PHARMACEUTICALS, INC [ TPPH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Chief Operating Officer	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	20,120	D
Common Stock	26,501	I	Held in Issuer's Employee Stock Ownership Plan

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	08/21/2012	Common Stock	75,000	$2.27	D
Stock Option (right to buy)	(2)	09/02/2013	Common Stock	60,000	$1.55	D

Explanation of Responses:

1. Grant to Reporting Person of a non-statutory stock option under the Issuer's 1998 Stock Incentive Plan as an inducement to be hired by the Issuer. The option vests over four years at a rate of 25% per year on the anniversary of the grant date, and is fully vested on August 21, 2006. The option expires on August 21, 2012, unless it expires sooner pursuant to the terms of the Plan.

2. Grant to Reporting Person of a non-statutory stock option under the Issuer's 1994 Long Term Performance Incentive Plan. The option vests as determined by reference to a rolling 20 day average of the closing price of Issuer's common stock over the period from September 2, 2003 to September 2, 2008 (the "Target Price"). When the Target Price reaches $2.02, then 16.67% of the shares shall vest. Similarly, an additional 16.67% of the shares shall vest when the Target Price reaches $2.48, $2.95, $3.41, $3.88 and $4.65. All such shares shall be fully vested, regardless of the Issuer's closing stock price, on September 2, 2008. The option expires on September 2, 2013, unless it expires sooner pursuant to the terms of the Plan.

	Martin M. Batt	08/16/2004
	** 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 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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