Ownership Submission

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EVNIN LUKE

2. Issuer Name and Ticker or Trading Symbol
RIGEL PHARMACEUTICALS INC [RIGL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT, 111 HUNTINGTON AVENUE, 31ST FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2004

(Street)

BOSTON, MA 02199

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/28/2004		S		2,877 ⁽¹⁾	D	$ 15.8307	3,333,586	I	See Footnote ⁽²⁾
Common Stock	06/28/2004		J⁽³⁾		1,499,989 ⁽³⁾	D	$ 0	1,833,597	I	See Footnote ⁽⁴⁾
Common Stock	06/28/2004		J⁽⁵⁾		16,203 ⁽⁵⁾	A	$ 0	1,849,800	I	See Footnote ⁽⁶⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EVNIN LUKE C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVENUE, 31ST FLOOR BOSTON, MA 02199		X
GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVENUE, 31ST FLOOR BOSTON, MA 02199		X

Signatures

/s/ Luke Evnin		06/30/2004
^**Signature of Reporting Person		Date
/s/ Ansbert Gadicke		06/30/2004
^**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)	See Form 4 filed for MPM BioVentures III-QP, L.P. for additional members of this joint filing. The shares were sold as follows: 161 by MPM BioVentures III, L.P. ("BVIII"); 2,395 by MPM BioVentures III-QP, L.P. ("BVIII QP"); 202 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BVIII KG"); 72 by MPM BioVentures III Parallel Fund, L.P. ("BVIII PF"); and 47 MPM Asset Management Investors 2003 BVIII LLC ("BVAM LLC"). MPM BioVentures III GP, L.P. ("BVIII GP") and MPM BioVentures III LLC ("BVIII LLC") are the direct and indirect partners of BVIII, BVIII QP, BVIII PF and BVIII KG.
(2)	The shares are held as follows: 186,581 BVIII; 2,774,953 by BVIII QP; 234,518 by BVIII KG; 83,808 by BVIII PF; and 53,726 by BVAM LLC. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon, III, Michael Steinmetz and Kurt Wheeler are the members of BVIII LLC and BVAM LLC. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(3)	Pro rata distribution as follows: 83,958 by BVIII; 1,248,631 by BVIII QP; 105,523 by BVIII KG; 37,711 by BVIII PF; and 24,166 by BVAM LLC. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(4)	The shares are held as follows: 102,623 by BVIII; 1,526,322 by BVIII QP; 128,995 by BVIII KG; 46,097 by BVIII PF; and 29,560 by BVAM LLC. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(5)	Pro rata distribution from BVAM LLC as follows: 495 to AAG Peakham LLC ("AAG") of which Nicholas Galakatos is a manager, 7,847 to Luke Evnin; 3,910 to Ansbert Gadicke; 1,157 to Nicholas Galakatos; 1,968 to Michael Steinmetz; and 826 to Kurt Wheeler.
(6)	The shares are held as follows: 102,623 by BVIII; 1,526,322 by BVIII QP; 128,995 by BVIII KG; 46,097 by BVIII PF; 29,560 by BVAM LLC; 495 by AAG; 7,847 by Luke Evnin; 3,910 by Ansbert Gadicke; 1,157 by Nicholas Galakatos; 1,968 by Michael Steinmetz; and 826 by Kurt Wheeler. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

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