Millennium Pharmaceuticals Inc - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* LEVIN MARK J	2. Issuer Name and Ticker or Trading Symbol MILLENNIUM PHARMACEUTICALS INC [ MLNM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) MILLENNIUM PHARMACEUTICALS, INC., 40 LANDSDOWNE STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/14/2008
(Street) CAMBRIDGE, MA 02139 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option (right to buy)	$16.13	5/14/2008		D			75000	⁽¹⁾	9/26/2011	Common Stock	75000	$0	0	D
Employee stock option (right to buy)	$19.49	5/14/2008		D			100000	⁽¹⁾	2/27/2012	Common Stock	100000	$0	0	D
Employee stock option (right to buy)	$22.04	5/14/2008		D			100000	⁽¹⁾	3/27/2012	Common Stock	100000	$0	0	D
Employee stock option (right to buy)	$18.42	5/14/2008		D			100000	⁽¹⁾	4/26/2012	Common Stock	100000	$0	0	D
Employee stock option (right to buy)	$7.99	5/14/2008		D			29167	⁽¹⁾	10/17/2012	Common Stock	29167	$0	0	D
Employee stock option (right to buy)	$8.27	5/14/2008		D			29167	⁽¹⁾	11/15/2012	Common Stock	29167	$0	0	D
Employee stock option (right to buy)	$9.35	5/14/2008		D			29166	⁽¹⁾	12/17/2012	Common Stock	29166	$0	0	D
Employee stock option (right to buy)	$6.88	5/14/2008		D			200000	⁽¹⁾	2/26/2013	Common Stock	200000	$0	0	D
Employee stock option (right to buy)	$14.68	5/14/2008		D			200000	⁽¹⁾	9/2/2013	Common Stock	200000	$0	0	D
Employee stock option (right to buy)	$18.64	5/14/2008		D			200000	⁽¹⁾	3/3/2014	Common Stock	200000	$0	0	D
Employee stock option (right to buy)	$12.09	5/14/2008		D			200000	⁽¹⁾	9/1/2014	Common Stock	200000	$0	0	D
Employee stock option (right to buy)	$8.41	5/14/2008		D			400000	⁽¹⁾	3/3/2015	Common Stock	400000	$0	0	D
Stock option (right to buy)	$8.99	5/14/2008		D			3750	⁽¹⁾	5/1/2016	Common Stock	3750	$0	0	D
Stock option (right to buy)	$8.36	5/14/2008		D			3750	⁽¹⁾	6/1/2016	Common Stock	3750	$0	0	D
Stock option (right to buy)	$9.97	5/14/2008		D			3750	⁽¹⁾	7/1/2016	Common Stock	3750	$0	0	D
Stock option (right to buy)	$10.99	5/14/2008		D			5000	⁽¹⁾	5/1/2017	Common Stock	5000	$0	0	D
Stock option (right to buy)	$10.87	5/14/2008		D			15000	⁽¹⁾	5/31/2017	Common Stock	15000	$0	0	D
Restricted stock units	⁽²⁾	5/14/2008		D			5000	⁽³⁾	⁽³⁾	Common Stock	5000	$0	0	D

Explanation of Responses:
( 1)	This option was cancelled in the merger (the "Merger") of Mahogany Acquisition Corp. with and into Millennium Pharmaceuticals, Inc. ("Millennium") in exchange for a cash payment per underlying share equal to the difference between the exercise price and $25.00.
( 2)	Each restricted stock unit represents a contingent right to receive one share of Milllennium common stock.
( 3)	Each restricted stock unit award was cancelled in the Merger in exchange for $25.00 per share of Millennium common stock underlying the restricted stock unit award.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEVIN MARK J MILLENNIUM PHARMACEUTICALS, INC. 40 LANDSDOWNE STREET CAMBRIDGE, MA 02139	X

Signatures
Joel S. Goldberg, Attorney-In-Fact		5/15/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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