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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O FRAZIER & COMPANY, 601 UNION STREET, SUITE 3200		 3. Date of Earliest Transaction (Month/Day/Year)
02/24/2004
(Street)

SEATTLE, WA 98101		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/26/2004		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(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 02/24/2004   M   260,416 A $ 5.76 1,970,561 I See Footnotes (1) (2) (3) (4)
Common Stock 02/24/2004   F   63,689 D $ 23.55 1,906,872 I See Footnotes (1) (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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
Common Stock Purchase Warrant $ 5.76 02/24/2004   M     260,416 06/26/2003 06/26/2008 Common Stock 260,416 $ 0 0 I See Footnote (5)

Reporting Owners

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

Signatures

 /s/ Alan D. Frazier   03/23/2004
**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) Includes 1,416,603 shares held by Frazier Healthcare IV, L.P., 7,190 shares held by Frazier Affiliates IV, L.P., 481,397 shares held by Frazier Healthcare II, L.P. and 1,682 shares held by Frazier & Company, Inc. Alan D. Frazier, a director of Rigel since October 1997, is one of four 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.
(2) This amendment is being filed to report the actual number of shares sold by Frazier Healthcare IV, L.P. (6,819 shares) and Frazier Affiliates IV, L.P. (35 shares) upon the exercise by the Underwriters of their option to cover over-allotments, which option was granted pursuant to the Underwriting Agreement dated February 19, 2004, by and between the Issuer, the Selling Shareholders (as defined therein) and the Underwriters (as defined therein), which was previously filed as Exhibit 1.1 to the Form 8-K of the Issuer filed February 20, 2004.
(3) The Form 4 reports filed by Alan D. Frazier on February 23 and 26, 2004 reported the maximum number of shares that might have been purchased by the Underwriters. On March 19, 2004, the over-allotment option was exercised and the actual number of shares sold became known. Previously, it was assumed that 10,221 shares held by Frazier Healthcare IV, L.P. and 52 shares held by Frazier Affiliates IV, L.P., had been sold to the Underwriters as of February 19, 2004 in connection with the exercise of the over-allotment option.
(4) Mr. Frazier is the president and controlling shareholder of Frazier & Company, Inc. Frazier & Company, Inc. is the managing member of Frazier Management LLC, 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 admission that the reporting person is a beneficial owner of the shares for purposes of Section 16 or for any other purposes.
(5) This is reporting the exercise of two warrants to purchase common stock, one held of record by Frazier Healthcare IV, L.P. to acquire 259,101 shares and the other held of record by Frazier Affiliates IV, L.P. to acquire 1,315 shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.