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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  HENNER DENNIS
2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2003
3. Issuer Name and Ticker or Trading Symbol
RIGEL PHARMACEUTICALS INC [RIGL]
(Last)
(First)
(Middle)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

,   
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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HENNER DENNIS


,   
  X   X    

Signatures

/s/ Dennis Henner 07/03/2003
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares are held as follows: 242,925 shares by MPM BioVentures III, L.P. (???BV III???), 3,612,947 shares by MPM BioVentures III-QP, L.P. (???BV III QP???), 109,115 shares by MPM BioVentures III Parallel Fund, L.P. (???BV III PF???), 305,339 shares by MPM BioVentures GmbH & Co. Beteiligungs KG (???BV III KG???) and 69,952 shares by MPM Asset Management Investors 2003 BV III, LLC (???BV AM LLC???). MPM BioVentures III GP, L.P (???BV III GP???) and MPM BioVentures III LLC (???BV III LLC???) are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG and the Reporting Person is a member of BV III LLC. The Reporting Person is a member of BV AM LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
(2) The shares are held as follows: 48,585 shares by BV III, 722,589 shares by BV III QP, 21,823 shares by BV III PF, 61,068 shares by BV III KG and 13,990 shares by BV AM LLC. BV III GP and BV III LLC are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG and the Reporting Person is a member of BV III LLC. The Reporting Person is a member of BV AM LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

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

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