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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

POWELL MICHAEL

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2005

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

(Last)

(First)

(Middle)

140 GEARY STREET, TENTH FLOOR

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

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

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

(Street)

SAN FRANCISCO, CA 94108

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

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)
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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,303,337 ⁽³⁾	$ ⁽⁴⁾	I	See Footnote ⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	42,879 ⁽³⁾	$ ⁽⁴⁾	I	See Footnote ⁽⁶⁾
Series A Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	19,984 ⁽³⁾	$ ⁽⁴⁾	I	See Footnote ⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,755,337 ⁽³⁾	$ ⁽⁴⁾	I	See Footnote ⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	57,751 ⁽³⁾	$ ⁽⁴⁾	I	See Footnote ⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	26,914 ⁽³⁾	$ ⁽⁴⁾	I	See Footnote ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
POWELL MICHAEL 140 GEARY STREET TENTH FLOOR SAN FRANCISCO, CA 94108	X	X
SOFINNOVA VENTURE AFFILIATES V LP 140 GEARY STREET SAN FRANCISCO, CA 94108		X
SOFINNOVA VENTURE PRINCIPALS V LP 140 GEARY STREET SAN FRANCISCO, CA 94108		X
Sofinnova Management V LLC 140 GEARY STREET SAN FRANCISCO, CA 94108		X
SOFINNOVA VENTURE PARTNERS V LP 140 GEARY STREET SAN FRANCISCO, CA 94108		X
Azan Alain C/O SOFINNOVA VENTURES 140 GEARY STREET SAN FRANCISCO, CA 94108		X
HEALY JAMES C/O SOFINNOVA VENTURES 140 GEARY STREET SAN FRANCISCO, CA 94108		X

Signatures

/s/ David L. Southern, Attorney-in-Fact		02/03/2005
^**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)	Immediately.
(2)	Not Applicable.
(3)	Reflects a 1 for 1.6469 reverse stock split effective as of January 26, 2005.
(4)	Each share is convertible without consideration into 0.6072 shares of Common Stock, after giving effect to a 1 for 1.6469 reverse stock split effective as of January 26, 2005.
(5)	Shares owned directly by Sofinnova Venture Partners V, L.P. (SVP). Reporting person, a director of Threshold Pharmaceuticals, Inc., is a managing member of Sofinnova Management V, L.L.C. (SM), which is the general partner of SVP. Reporting person disclaims beneficial ownership in the shares held by SVP except to the extent of any indirect pecuniary interest therein. James Healy and Alain Azan are both managing members of SM and each disclaims beneficial ownership in the shares held by SVP except to the extent of any indirect pecuniary interest.
(6)	Shares owned directly by Sofinnova Venture Affiliates V, L.P. (SVA). Reporting person, a director of Threshold Pharmaceuticals, Inc., is a managing member of SM, which is the general partner of SVA. Reporting person disclaims beneficial ownership in the shares held by SVA except to the extent of any indirect pecuniary interest therein. James Healy and Alain Azan are both managing members of SM and each disclaims beneficial ownership in the shares held by SVA except to the extent of any indirect pecuniary interest.
(7)	Shares owned directly by Sofinnova Venture Principals V, L.P. (SVP 11). Reporting person, a director of Threshold Pharmaceuticals, Inc., is a managing member of SM, which is the general partner of SVP 11. Reporting person disclaims beneficial ownership in the shares held by SVP 11 except to the extent of any indirect pecuniary interest therein. James Healy and Alain Azan are both managing members of SM and each disclaims beneficial ownership in the shares held by SVP 11 except to the extent of any indirect pecuniary interest.

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