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 *
  Brawer Michael
 2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2006		 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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Medical Strategist
 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 10,119
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
Stock Option (Right to Buy) (1) 04/01/2003(2) 03/31/2013 Common Stock 15,180 (3) $ 0.16 D  
Stock Option (Right to Buy) (1) 05/12/2005(4) 05/11/2014 Common Stock 6,072 (3) $ 0.53 D  
Stock Option (Right to Buy) (1) 05/12/2005(4) 12/13/2014 Common Stock 6,072 (3) $ 0.53 D  
Stock Option (Right to Buy) (1) 12/28/2006(5) 09/27/2016 Common Stock 100,000 $ 2.82 D  
Stock Option (Right to Buy) (1) 10/29/2006(6) 05/18/2015 Common Stock 10,000 $ 2.57 D  
Stock Option (Right to Buy) (1) 03/01/2007(7) 03/13/2016 Common Stock 100,000 $ 2.57 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brawer Michael
C/O THRESHOLD PHARMACEUTICALS, INC.
1300 SEAPORT BOULEVARD, 5TH FLOOR
REDWOOD CITY, CA 94063		       Senior Medical Strategist  

Signatures

/s/ Kenneth B. Stratton, Attorney-in-fact 11/07/2006
**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) The stock option was granted pursuant to the Threshold Pharmaceuticals, Inc. 2004 Amended and Restated Equity Incentive Plan.
(2) This stock option vests as to 1/4 of the shares underlying the option on April 1, 2003 and 1/48th of the total shares underlying the option vest and become exercisable on each monthly anniversary thereafter. 10,199 shares underlying this stock option have been exercised.
(3) Reflects a 1 for 1.6469 reverse stock split effective as of January 26, 2005.
(4) This stock option vests as to 1/4 of the shares underlying the option on May 12, 2005 and 1/48th of the total shares underlying the option vest and become exercisable on each monthly anniversary thereafter.
(5) This stock option shall vest and become exercisable in 48 equal installments commencing on October 28, 2006.
(6) This stock option shall vest and become exercisable on October 29, 2006.
(7) This stock option shall vest as to 1/4 of the shares underlying the option on March 1, 2007 and 1/48th of the total shares underlying the option vest and become exercisable on each monthly anniversary thereafter.

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