X0202 4/A 2007-11-29 2007-12-03 1 0001124105 TARGACEPT INC TRGT 0001296907 Jones Elaine V C/O EUCLIDSR PARTNERS, L.P. 45 ROCKEFELLER PLAZA, SUITE 3240 NEW YORK NY 10111 0 0 0 1 Former Director as of 6/13/07 Common Stock 2007-11-29 4 X 0 20000 9.37 A 20000 D Common Stock 2007-11-29 4 X 0 7500 9.37 A 27500 D Stock Option (Right to Buy) 9.37 2007-11-29 4 X 0 20000 0 D 2017-05-13 Common Stock 20000 0 D Stock Option (Right to Buy) 9.37 2007-11-29 4 X 0 7500 0 D 2007-05-14 2017-05-13 Common Stock 7500 0 D As of the date hereof, the Reporting Person indirectly beneficially owns 1,536,841 shares of Common Stock held by EuclidSR Partners, L.P. and 378,820 shares of Common Stock held by EuclidSR Biotechnology Partners, L.P. The Reporting Person is a general partner of EuclidSR Associates, L.P., the general partner of EuclidSR Partners, L.P. and a general partner of EuclidSR Biotechnology Associates, L.P., the general partner of EuclidSR Biotechnology Partners, L.P. On December 28, 2007, the aggregate 27,500 shares acquired upon exercise of the options were transferred from the Reporting Person as follows: 20,625 shares to EuclidSR Partners, L.P. and 6,875 shares to EuclidSR Biotechnology Associates, L.P. The Reporting Person disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein. Vests on the earlier of (i) the last business day prior to the date of the 2007 Annual Meeting of the Issuer's stockholders of (ii) June 29, 2007. This is the second amendment to the Form 4 originally filed on 12/03/07. The first amendment was filed on 2/12/08. /s/Elaine V. Jones 2008-02-22