SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

Fanucci Marsha

(Last)

(First)

(Middle)

MILLENNIUM PHARMACEUTICALS, INC.

40 LANDSDOWNE STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2004

3. Issuer Name and Ticker or Trading Symbol
MILLENNIUM PHARMACEUTICALS INC [ MLNM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of 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

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)
Common stock	2,151	I	by 401(k) plan account

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option (right to buy)	⁽¹⁾	07/31/2010	Common stock	120,000	$48.125	D
Employee stock option (right to buy)	⁽²⁾	03/06/2011	Common stock	4,302	$33.25	D
Employee stock option (right to buy)	⁽²⁾	04/06/2011	Common stock	4,302	$26.55	D
Employee stock option (right to buy)	⁽³⁾	05/04/2011	Common stock	4,301	$37.78	D
Employee stock option (right to buy)	⁽⁴⁾	09/26/2011	Common stock	6,019	$16.13	D
Employee stock option (right to buy)	⁽⁵⁾	02/27/2012	Common stock	13,164	$19.49	D
Employee stock option (right to buy)	⁽⁵⁾	03/27/2012	Common stock	13,164	$22.04	D
Employee stock option (right to buy)	⁽⁶⁾	04/26/2012	Common stock	6,855	$18.42	D
Employee stock option (right to buy)	⁽⁷⁾	10/17/2012	Common stock	2,988	$7.99	D
Employee stock option (right to buy)	⁽⁸⁾	11/15/2012	Common stock	2,988	$8.27	D
Employee stock option (right to buy)	⁽⁹⁾	12/17/2012	Common stock	2,987	$9.35	D
Employee stock option (right to buy)	⁽¹⁰⁾	02/26/2013	Common stock	19,271	$6.88	D
Employee stock option (right to buy)	⁽¹¹⁾	07/31/2013	Common stock	7,119	$12.57	D
Employee stock option (right to buy)	⁽¹²⁾	08/29/2013	Common stock	7,118	$13.91	D
Employee stock option (right to buy)	⁽¹³⁾	09/02/2013	Common stock	19,272	$14.68	D
Employee stock option (right to buy)	⁽¹⁴⁾	09/30/2013	Common stock	7,118	$15.45	D
Employee stock option (right to buy)	⁽¹⁵⁾	10/31/2013	Common stock	7,813	$15.92	D
Employee stock option (right to buy)	⁽¹⁶⁾	11/28/2013	Common stock	7,812	$15.83	D
Employee stock option (right to buy)	⁽¹⁷⁾	12/31/2013	Common stock	7,812	$18.65	D
Employee stock option (right to buy)	⁽¹⁸⁾	02/25/2014	Common stock	37,500	$17.77	D
Employee stock option (right to buy)	⁽¹⁹⁾	07/28/2014	Common stock	25,000	$11.15	D

Explanation of Responses:

1. Becomes exercisable for 1/4 of the number of shares granted on 07/17/2001 and for 1/48th of the number of shares granted monthly thereafter beginning on 08/17/2001.

2. Becomes exercisable for 1/48th of the number of shares granted monthly beginning 04/06/2001.

3. Becomes exercisable for 1/48th of the number of shares granted on 05/04/2001 and for 1/48th of the number of shares granted monthly beginning 05/06/2001.

4. Becomes exercisable for 1/54 of the number of shares originally granted (12,500) monthly beginning 10/26/2001.

5. Becomes exercisable for 1/48th of the number of shares granted monthly beginning 03/27/2002.

6. Becomes exercisable for 1/48th of the number of shares originally granted (13,162) on 04/26/2002 and for 1/48th of the number of shares originally granted monthly beginning 04/27/2002.

7. Becomes exercisable for 1/53rd of the number of shares originally granted (4,167) monthly beginning 11/17/2002.

8. Becomes exercisable for 1/53rd of the number of shares originally granted (4,167) on 11/15/2002 and for 1/53rd of the number of shares granted monthly beginning 11/17/2002.

9. Becomes exercisable for 2/53rds of the number of shares originally granted (4,166) on 12/17/2002 and for 1/53rd of the number of shares originally granted monthly beginning 01/17/2003.

10. Becomes exercisable for 1/48th of the number of shares originally granted (25,000) monthly beginning 03/26/2003.

11. Becomes exercisable for 1/48th of the number of shares originally granted (8,334) monthly beginning 08/07/2003.

12. Becomes exercisable for 1/48th of the number of shares originally granted (8,333) on 08/29/2003 and for 1/48th of the number of shares originally granted monthly beginning 09/07/2003.

13. Becomes exercisable for 6/48ths of the number of shares originally granted (25,000) on 09/02/2003 and for 1/48th of the number of shares originally granted monthly beginning 09/26/2003.

14. Becomes exercisable for 2/48ths of the number of shares originally granted (8,333) on 09/30/2003 and for 1/48th of the number of shares originally granted monthly beginning 10/07/2003.

15. Becomes exercisable for 1/48th of the number of shares originally granted (8,334) monthly beginning 11/27/2003.

16. Becomes exercisable for 1/48th of the number of shares originally granted (8,333) on 11/28/2003 and for 1/48th of the number of shares originally granted monthly beginning 12/27/2003.

17. Becomes exercisable for 2/48ths of the number of shares originally granted (8,333) on 12/31/2003 and for 1/48th of the number of shares originally granted monthly beginning 01/27/2004.

18. Becomes exercisble for 1/48th of the number of shares granted monthly beginning 03/25/2004.

19. Becomes exercisable for 1/48th of the number of shares granted monthly beginning 08/28/2004.

Remarks:

	Jean L. Ernst, Attorney-In-Fact	07/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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