Sec Form 4 Filing - HILL STEPHEN A @ ARQULE INC - 2007-10-04

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 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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1. Name and Address of Reporting Person HILL STEPHEN A 2. Issuer Name and Ticker or Trading Symbol ARQULE INC [ ARQL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O ARQULE, INC., 19 PRESIDENTIAL WAY 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2007 (Street) WOBURN, MA01801 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Stock Options $ 13.62 10/04/2007 D( 1 ) 40,000 ( 1 ) 01/25/2012 Common Stock 40,000 ( 10 ) 0 D Employee Stock Options $ 13.62 10/04/2007 A( 1 ) 40,000 ( 1 ) 06/30/2011 Common Stock 40,000 ( 10 ) 40,000 D Employee Stock Options $ 3.08 10/04/2007 D( 2 ) 60,000 ( 2 ) 01/16/2013 Common Stock 60,000 ( 10 ) 0 D Employee Stock Options $ 3.08 10/04/2007 A( 2 ) 60,000 ( 2 ) 06/30/2011 Common Stock 60,000 ( 10 ) 60,000 D Employee Stock Options $ 5.36 10/04/2007 D( 3 ) 150,000 ( 3 ) 01/15/2014 Common Stock 150,000 ( 10 ) 0 D Employee Stock Option $ 5.36 10/04/2007 A( 3 ) 150,000 ( 3 ) 06/30/2011 Common Stock 150,000 ( 10 ) 150,000 D Employee Stock Options $ 6.31 10/04/2007 D( 4 ) 125,000 ( 4 ) 01/19/2015 Common Stock 125,000 ( 10 ) 0 D Employee Stock Options $ 6.31 10/04/2007 A( 4 ) 125,000 ( 4 ) 06/30/2011 Common Stock 125,000 ( 10 ) 125,000 D Employee Stock Option $ 5.73 10/04/2007 D( 5 ) 150,000 ( 5 ) 01/19/2016 Common Stock 150,000 ( 10 ) 0 D Employee Stock Options $ 5.73 10/04/2007 A( 5 ) 150,000 ( 5 ) 06/30/2011 Common Stock 150,000 ( 10 ) 150,000 D Employee Stock Options $ 6.16 10/04/2007 D( 6 ) 150,000 ( 6 ) 01/16/2017 Common Stock 150,000 ( 10 ) 0 D Employee Stock Options $ 6.16 10/04/2007 A( 6 ) 150,000 ( 6 ) 06/30/2011 Common Stock 150,000 ( 10 ) 150,000 D Employee Stock Options $ 4.625 10/04/2007 D( 7 ) 320,000 ( 7 ) 04/01/2009 Common Stock 320,000 ( 10 ) 0 D Employee Stock Options $ 4.625 10/04/2007 A( 7 ) 320,000 ( 7 ) 04/01/2009 Common Stock 320,000 ( 10 ) 320,000 D Employee Stock Options $ 20.06 10/04/2007 D( 8 ) 40,000 ( 8 ) 03/16/2010 Common Stock 40,000 ( 10 ) 0 D Employee Stock Options $ 20.06 10/04/2007 A( 8 ) 40,000 ( 8 ) 03/16/2010 Common Stock 40,000 ( 10 ) 40,000 D Employee Stock Options $ 10 10/04/2007 D( 9 ) 80,000 ( 9 ) 03/22/2011 Common Stock 80,000 ( 10 ) 0 D Employee Stock Options $ 10 10/04/2007 A( 9 ) 80,000 ( 9 ) 03/22/2011 Common Stock 80,000 ( 10 ) 80,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HILL STEPHEN A C/O ARQULE, INC. 19 PRESIDENTIAL WAY WOBURN, MA01801 X President and CEO Signatures Robert J. Connaughton, Jr., by Power of Attorney for Stephen A. Hill 10/09/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on January 25, 2002 and provides for vesting in four equal installments commencing on January 25, 2003. The amendment will extend the post termination expiration date to the earlier of the tenth anniversary of the date of grant of the option or June 30, 2011. ( 2 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on January 16, 2003 and provides for vesting in four equal installments commencing on January 16, 2004. The amendment will extend the post termination expiration date to the earlier of the tenth anniversary of the date of grant of the option or June 30, 2011. ( 3 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on January 15, 2004 and provides for vesting in four equal installments commencing on January 15, 2005. The amendment will extend the post termination expiration date to the earlier of the tenth anniversary of the date of grant of the option or June 30, 2011. ( 4 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on January 19, 2005 and provides for vesting in four equal installments commencing on January 19, 2006. The amendment will extend the post termination expiration date to the earlier of the tenth anniversary of the date of grant of the option or June 30, 2011. ( 5 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on January 19, 2006 and provides for vesting in four equal installments commencing on January 19, 2007. The amendment will extend the post termination expiration date to the earlier of the tenth anniversary of the date of grant of the option or June 30, 2011. ( 6 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on January 16, 2007and provides for vesting in four equal installments commencing on January 16, 2008. The amendment will extend the post termination expiration date to the earlier of the tenth anniversary of the date of grant of the option or June 30, 2011. ( 7 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on April 1, 1999 and provides for vesting in four equal installments commencing on April 1, 2000. The amendment will extend the post termination expiration date to the earlier of the tenth anniversary of the date of grant of the option or June 30, 2011. ( 8 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on March 16, 2000 and provides for vesting in four equal installments commencing on March 16, 2001. The amendment will extend the post termination expiration date to the earlier of the tenth anniversary of the date of grant of the option or June 30, 2011. ( 9 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on March 22, 2001 and provides for vesting in four equal installments commencing on March 22, 2002. The amendment will extend the post termination expiration date to the earlier of the tenth anniversary of the date of grant of the option or June 30, 2011. ( 10 )Employee stock option grant.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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