Ownership Submission

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PROQUEST ASSOCIATES II LLC

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2005

3. Issuer Name and Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [THLD]

(Last)

(First)

(Middle)

600 ALEXANDER PARK, SUITE 204

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

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

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

(Street)

PRINCETON, NJ 08540

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 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	3,301,565	D ⁽¹⁾
Common Stock	138,640	D ⁽²⁾
Common Stock	3,440,205	I ⁽³⁾ ⁽⁴⁾	By each of ProQuest Associates II LLC, Jay Moorin and Alain Schreiber

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
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PROQUEST ASSOCIATES II LLC 600 ALEXANDER PARK SUITE 204 PRINCETON, NJ 08540		X
PROQUEST INVESTMENTS II ADVISORS FUND LP 600 ALEXANDER PARK STE 204 PRINCETON, NJ 08540		X
PROQUEST INVESTMENTS II LP 600 ALEXANDER PARK SUITE 204 PRINCETON, NJ 08540		X
Moorin Jay C/O PROQUEST INVESTMENTS, L.P. 600 ALEXANDER PARK SUITE 204, NJ 08540		X
SCHREIBER ALAIN 600 ALEXANDER PARK SUITE 204 PRINCETON, NJ 08540		X

Signatures

/s/ Pasquale DeAngelis, as member of ProQuest Assoicates II LLC		02/04/2005
^**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)	This line of Form 3 reports the direct beneficial ownership of shares of Threshold Pharmaceuticals, Inc. ("Threshold") by ProQuest Investments II, L.P., a Delaware limited partnership ("Investments II").
(2)	This line of Form 3 reports the direct beneficial ownership of shares of Threshold by ProQuest Investments II Advisors Fund,L.P., a Delware limited partnership ("Advisors").
(3)	This line of Form 3 reports the indirect beneficial ownership of shares of Threshold by ProQuest Associates II LLC ("Associates"), as the general partner of each of Investments II and Advisors, and by Jay Moorin and Alain Schreiber, as managing members of Associates.
(4)	The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are or were, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owners of any securities covered by this Form. Each of the Reporting Persons disclaims beneficial ownership in the securities covered by this Form except to the extent such Reporting Persons' pecuniary interest in such securities.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.