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 *
GOWER JAMES M
   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
__X__ Officer (give title below) _____ Other (specify below)
CEO & Board Chairman
(Last)
(First)
(Middle)
RIGEL PHARMACEUTICALS, INC., 1180 VETERANS BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
11/02/2005
(Street)

SOUTH SAN FRANCISCO, CA 94080		 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 11/02/2005   J(1)   297 A $ 0 126,736 (2) D  
Common Stock 01/02/2009   M   50,000 A $ 1.80 180,676 (3) D  

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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
Stock Option (Right to Buy) $ 1.80 01/02/2009   M(4)     50,000   (5) 12/12/2009 Common Stock 50,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOWER JAMES M
RIGEL PHARMACEUTICALS, INC.
1180 VETERANS BLVD.
SOUTH SAN FRANCISCO, CA 94080		   X     CEO & Board Chairman  

Signatures

 /s/ Dolly Vance (Attorney-in-Fact)   01/06/2009
**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) The reporting person received the shares from a distribution by Alta Embarcadero BioPharma Partners II, LLC.
(2) Represents the number of shares held as of 11/02/05. Includes the following number of shares acquired under the 2000 Employee Stock Purchase Plan (the "Plan") on the following dates: 450 shares on 6/29/01; 343 shares on 12/31/01; 555 shares on 6/28/02; 53 shares on 12/31/02; 541 shares on 6/30/03; 542 shares 12/31/03; 542 shares on 6/30/04; 542 shares on 12/31/04 and 269 shares on 6/30/05.
(3) Includes the shares acquired under the Plan referenced in Footnote 2 and also the following number of shares acquired under the Plan on the following dates: 643 shares on 12/30/05; 634 shares on 6/30/06; 634 shares on 12/29/06; 488 shares on 6/29/07; 634 shares on 12/31/07 237 shares on 6/30/08 and 670 shares on 12/31/08.
(4) The option was exercised at this time due to the impending expiration of the option grant.
(5) Fully vested.

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