FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
PEQUOT CAPITAL MANAGEMENT INC
  2. Issuer Name and Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [THLD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Footnote 1
(Last)
(First)
(Middle)
500 NYALA FARM ROAD
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2005
(Street)

WESTPORT, CT 06880
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2005   P   241,719 A $ 7 0 I (2) Investment Advisor (1)
Common Stock 02/09/2005   C   3,312,006 A (3) 3,553,725 I (2) Investment Advisor (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock $ 0 (3) 02/09/2005   C(3)     3,312,006 (3)   (4)   (5) Common Stock (3) 3,312,006 (3) 0 I (2) Investment Adviser (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PEQUOT CAPITAL MANAGEMENT INC
500 NYALA FARM ROAD
WESTPORT, CT 06880
      See Footnote 1
ENRIGHT PATRICK G
500 NYALA FARM ROAD
WESTPORT, CT 06880
  X      

Signatures

 Aryeh Davis, General Counsel, Pequot Capital Management   02/09/2005
**Signature of Reporting Person Date

 Patrick G. Enright, Director(1)   02/09/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Pequot Capital Management, Inc. ("Pequot") is an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 and has voting and investment power with respect to securities in its clients' accounts. Pequot disclaims any obligations to file this report, and this report shall not be deemed an admission that Pequot is subject to Section 16 with respect to the issuer of such securities. Patrick G. Enright is an employee of Pequot and became a director on the Board of Directors of the Issuer on November 17, 2003 and disclaims any beneficial ownership of these securities except to the extent of his pecuniary interest.
(2) Pequot disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Pequot, for the purposes of Section 16 of the Exchange Act or otherwise, is the beneficial owner of such securities.
(3) Each share of Series B Preferred Stock automatically converted into common stock upon the closing of the Issuer's initial public offering of common stock. The number of shares of Series B Preferred Stock reported gives effect to the conversion of shares of common stock, after giving effect to a 1 for 1.6469 reverse stock split of the Common Stock effective as of January 26, 2005.
(4) Immediately.
(5) Not applicable.

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