FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRAZIER ALAN D
   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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O FRAZIER & COMPANY, INC., 601 UNION STREET, SUITE 3200		 3. Date of Earliest Transaction (Month/Day/Year)
05/20/2004
(Street)

SEATTLE, WA 98101		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 05/20/2004   S   2,333 D $ 17.609 0 I By Frazier Affiliates IV, L.P.
Common Stock 05/20/2004   J(1)   459,564 D $ 0 943,292 I By Frazier Healthcare entities (1) (2) (3)
Common Stock 05/20/2004   J(4)   2,012 A $ 0 5,988 I By Frazier & Company, Inc. (4)

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRAZIER ALAN D
C/O FRAZIER & COMPANY, INC.
601 UNION STREET, SUITE 3200
SEATTLE, WA 98101		   X      

Signatures

 /s/ Alan D. Frazier   05/24/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pro rata distribution from Frazier Healthcare IV, L.P. See note (2) for Mr. Frazier's relationship with Frazier Healthcare IV, L.P.
(2) Includes 459, 563 shares held by Frazier Healthcare IV, L.P., 2,332 shares held by Frazier Affiliates IV, L.P. and 481,397 shares held by Frazier Healthcare II, L.P. 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 an admission that the reporting person is a beneficial owner of the shares for purposes of Section 16 or for any other purpose.
(3) Reporting person filed a Form 4 on April 7, 2004, which contained a typographical error at footnote 2 which referred to 919,927 as the aggregate number of shares held by Frazier Healthcare IV, L.P. The aggregate number of shares should have been listed as 919,127.
(4) Shares acquired in a pro rata distribution from Frazier Healthcare IV, L.P. Mr. Frazier is the president and controlling shareholder of Frazier & Company, Inc.

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