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 *
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)
08/19/2004
(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)
Code V Amount (A) or (D) Price
Common Stock 08/19/2004   S   5,000 (1) D $ 21.7694 1,800,424 I See Footnote (2)
Common Stock 08/20/2004   S   27,499 (3) D $ 21.8415 1,772,925 I See Footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
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   08/23/2004
**Signature of Reporting Person Date
 /s/ Ansbert Gadicke   08/23/2004
**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) See Form 4 filed for MPM BioVentures III-QP, L.P. for additional members of this joint filing. The shares were sold as follows: 280 by MPM BioVentures III, L.P. ("BVIII"); 4,162 by MPM BioVentures III-QP, L.P. ("BVIII QP"); 352 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BVIII KG"); 126 by MPM BioVentures III Parallel Fund, L.P. ("BVIII PF"); and 80 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: 100,720 by BVIII; 1,498,021 by BVIII QP; 126,602 by BVIII KG; 45,242 by BVIII PF; 29,013 by BVAM LLC; and 826 by Kurt Wheeler. The Reporting Person is a member of BVIII LLC and BVAM LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
(3) The shares were sold as follows: 1,539 by BVIII; 22,891 by BVIII QP; 1,935 by BVIII KG; 691 by BVIII PF; and 443 BVAM LLC. BVIII GP and BVIII LLC are the direct and indirect partners of BVIII, BVIII QP, BVIII PF and BVIII KG.
(4) The shares are held as follows: 99,181 BVIII; 1,475,130 by BVIII QP; 124,667 by BVIII KG; 44,551 by BVIII PF; 28,570 by BVAM LLC; and 826 by Kurt Wheeler. The Reporting Person is a member of BVIII LLC and BVAM LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

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