Ownership Submission

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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OMB Number:

3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TIDMARSH GEORGE F

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

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

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

(Last)

(First)

(Middle)

C/O THRESHOLD PHARMACEUTICALS, INC., 1300 SEAPORT BOULEVARD, 5TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2005

(Street)

REDWOOD CITY, CA 94063

4. If Amendment, Date 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

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2005		P		100	A	$ 5.99	988,319 ⁽¹⁾	D
Common Stock	03/10/2005		P		100	A	$ 5.99	988,419 ⁽¹⁾	D
Common Stock	03/10/2005		P		100	A	$ 5.92	988,519 ⁽¹⁾	D
Common Stock	03/10/2005		P		200	A	$ 5.93	988,719 ⁽¹⁾	D
Common Stock	03/10/2005		P		700	A	$ 5.94	989,419 ⁽¹⁾	D
Common Stock	03/10/2005		P		900	A	$ 5.974	990,319 ⁽¹⁾	D
Common Stock	03/10/2005		P		900	A	$ 5.977	991,219 ⁽¹⁾	D
Common Stock	03/11/2005		P		541	A	$ 5.96	991,760 ⁽¹⁾	D
Common Stock	03/11/2005		P		400	A	$ 5.81	992,160 ⁽¹⁾	D
Common Stock	03/11/2005		P		59	A	$ 5.9117	992,219 ⁽¹⁾	D
Common Stock								6,072	I	Held by son ⁽²⁾
Common Stock								6,072	I	Held by son ⁽²⁾
Common Stock								6,072	I	Held by son ⁽²⁾

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

(A)

(D)

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
TIDMARSH GEORGE F C/O THRESHOLD PHARMACEUTICALS, INC. 1300 SEAPORT BOULEVARD, 5TH FLOOR REDWOOD CITY, CA 94063	X		Founder and President

Signatures

/s/ George F. Tidmarsh		03/15/2005
^**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)	Of these shares, (i) 158,772 shares remain subject to a right of repurchase by Threshold Pharmaceuticals, Inc., which right of repurchase lapses in equal monthly installments on the 17th day of each month, (ii) 44,978 shares remain subject to a right of repurchase by Threshold Pharmaceuticals, Inc., which right of repurchase lapses as to 1,406 shares on the 17th day of each month and (iii) 239,085 shares remain subject to a right of repurchase by Threshold Pharmaceuticals, Inc., which right of repurchase lapses in equal monthly installments on the 10th day of each month. The total aggregate number of shares does not include 18,216 shares which are held by George F. Tidmarsh's sons.
(2)	These shares are held by George F. Tidmarsh's son. George F. Tidmarsh has voting control of the shares and disclaims beneficial ownership of the shares.

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