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 *
  SELICK HAROLD E
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)
C/O THRESHOLD PHARMACEUTICALS, INC., 1300 SEAPORT BOULEVARD, 5TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDWOOD CITY, CA 94063
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 464,252 (1) (2)
D
 
Common Stock 455,401 (1) (3)
D
 
Common Stock 121,400 (1) (4)
D
 
Common Stock 6,072 (1)
I
held by daughter (5)
Common Stock 6,072 (1)
I
held by son (5)
Common Stock 73,812 (1)
D
 

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
Director 10% Owner Officer Other
SELICK HAROLD E
C/O THRESHOLD PHARMACEUTICALS, INC.
1300 SEAPORT BOULEVARD, 5TH FLOOR
REDWOOD CITY, CA 94063
  X     Chief Executive Officer  

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) Reflects a 1 for 1.6469 reverse stock split effective as of January 26, 2005.
(2) 154,751 shares subject to a right of repurchase by Threshold Pharmaceuticals, Inc. which right of repurchase will lapse in equal monthly installments beginning March 1, 2005.
(3) 360,526 shares subject to a right of repurchase by Threshold Pharmaceuticals, Inc. which right of repurchase will lapse in equal monthly installments beginning February 10, 2005.
(4) Subject to a right of repurchase by Threshold Pharmaceuticals, Inc. which right of repurchase will lapse as to 25% of the shares on May 12, 2005 and 1/48 of the shares in equal monthly installments beginning June 12, 2005.
(5) The reporting person has voting control of the shares and disclaims beneficial ownership of the shares.

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