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^*

RICHING BARBARA

(Last)

(First)

(Middle)

6710 KAISER DR

(Street)

FREMONT

94555

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2004

3. Issuer Name and Ticker or Trading Symbol
ABGENIX INC [ ABGX ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Senior Director, Finance

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	29,057	D

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)
Incentive Stock Option (right to buy)	02/24/2000⁽¹⁾	02/24/2009	Common Stock	52,113	$3.7812	D
Non-Qualified Stock Option (right to buy)	02/24/2000⁽¹⁾	02/24/2009	Common Stock	27,399	$3.7812	D
Non-Qualified Stock Option (right to buy)	04/02/2003⁽²⁾	04/02/2010	Common Stock	22,900	$8.87	D
Non-Qualified Stock Option (right to buy)	02/01/2004⁽³⁾	01/14/2011	Common Stock	6,300	$15.32	D
Non-Qualified Stock Option (right to buy)	02/11/2002⁽⁴⁾	02/11/2012	Common Stock	4,670	$23.68	D
Non-Qualified Stock Option (right to buy)	02/02/2000⁽⁵⁾	02/02/2010	Common Stock	59,517	$31.8125	D
Non-Qualified Stock Option (right to buy)	02/01/2001⁽⁶⁾	01/08/2011	Common Stock	30,000	$34.9375	D

Explanation of Responses:

1. ? of the total shares originally subject to these options became exercisable on February 24, 2000, and an additional 1/48 of the total shares originally subject to these options became exercisable on each full month thereafter.

2. 3/48 of the total shares subject to this option became exercisable on April 2, 2003, and an additional 1/48 of the total shares subject to this option become exercisable on each full month thereafter.

3. 1/48 of the total shares subject to this option became exercisable on February 1, 2004, and an additional 1/48 of the total shares subject to this option become exercisable on each full month thereafter.

4. 1/48 of the total shares subject to this option became exercisable on February 11, 2002, and an additional 1/48 of the total shares subject to this option become exercisable on each full month thereafter.

5. 1/48 of the total shares originally subject to this option became exercisable on February 2, 2000, and an additional 1/48 of the total shares originally subject to this option became exercisable on each full month thereafter.

6. 1/48 of the total shares subject to this option became exercisable on February 1, 2001, and an additional 1/48 of the total shares subject to this option become exercisable on each full month thereafter.

	/s/ Barbara Riching	02/20/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.