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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *   DRAZAN JEFFREY M 2. Date of Event Requiring Statement (Month/Day/Year) 10/04/2004 3. Issuer Name and Ticker or Trading Symbol THERAVANCE INC [THRX] (Last) (First) (Middle) 2884 SAND HILL RD STE 100 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) 10/04/2004 (Street) MENLO PARK, CA 94025 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 16,129 D   Common Stock 2,685,467 I By Sierra Ventures VI (1) Common Stock 58,860 I By SV Associates VI, L.P., held as nominee (2) Common Stock 116,129 I By Victory Ventures, LLC (3)

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)	09/02/2007(4)	04/29/2014	Common Stock	25,806	$ 9.69	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DRAZAN JEFFREY M 2884 SAND HILL RD STE 100 MENLO PARK, CA 94025	  X	Â	Â	Â

Signatures

Jeffrey M. Drazan		03/22/2005
**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)	Reporting person is the general partner of SV Associates VI, L.P. which is the general partner of Sierra Ventures VI, L.P. Reporting person disclaims beneficial ownership in these shares except to the extent of his indirect pecuniary interest therein.
(2)	Shares are held in the name of SV Associates VI, L.P., as nominee on behalf of reporting person.
(3)	Reporting person is a member of the Board of Directors of Victory Ventures, LLC. Reporting person disclaims beneficial ownership in these shares except to the extent of his indirect pecuniary interest therein.
(4)	This option is fully vested.
  Remarks: An amended Form 3 is being filed to reflect the membership of reporting person on the Board of Directors of Victory Ventures, LLC.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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