Sec Form 3/A Filing - DOW STEPHEN M @ CYTOKINETICS INC - 2004-10-29

FORM 3/A 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 DOW STEPHEN M 2. Issuer Name and Ticker or Trading Symbol CYTOKINETICS INC [ CYTK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 13455 NOEL ROAD, SUITE 1670 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2004 (Street) DALLAS, TX75240 4. If Amendment, Date Original Filed (MM/DD/YY) 04/28/2004 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Series A Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 1,122,000 I See Footnote ( 2 ) Series B Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 515,687 I See Footnote ( 3 ) Series C Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 526,315 I See Footnote ( 4 ) Series E Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 1,000,000 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOW STEPHEN M 13455 NOEL ROAD SUITE 1670 DALLAS, TX75240 X X DOMENIK STEPHEN L 13455 NOEL ROAD SUITE 1670 DALLAS, TX75240 X BAYLESS JON W 13455 NOEL ROAD SUITE 1670 DALLAS, TX75240 X JAGGERS JOHN V 13455 NOEL ROAD SUITE 1670 DALLAS, TX75240 X PHIPPS CHARLES H 13455 NOEL ROAD SUITE 1670 DALLAS, TX75240 X KIMZEY JACKIE R 13455 NOEL ROAD SUITE 1670 DALLAS, TX75240 X SHRIGLEY DAVID A 13455 NOEL ROAD SUITE 1670 DALLAS, TX75240 X SCHUELE ALAN R 13455 NOEL ROAD SUITE 1670 DALLAS, TX75240 X Signatures John V. Jaggers, By Power Of Attorney for Stephen M. Dow 10/29/2004 Signature of Reporting Person Date John V. Jaggers, By Power Of Attorney for Stephen L. Domenik 10/29/2004 Signature of Reporting Person Date John V. Jaggers, By Power Of Attorney for Jon W. Bayless 10/29/2004 Signature of Reporting Person Date John V. Jaggers 10/29/2004 Signature of Reporting Person Date John V. Jaggers, By Power Of Attorney for Charles H. Phipps 10/29/2004 Signature of Reporting Person Date John V. Jaggers, By Power Of Attorney for Jackie R. Kimzey 10/29/2004 Signature of Reporting Person Date John V. Jaggers, By Power Of Attorney for David A. Shrigley 10/29/2004 Signature of Reporting Person Date John V. Jaggers, By Power Of Attorney for Alan R. Schuele 10/29/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock may be converted at anytime into common stock on a 1-for-2 basis; automatically converts at the closing of an initial public offering. ( 2 )Total common shares of 1,122,000 represents 1,040,094 of such common shares held by Sevin Rosen Fund VI L.P. (SRFVI), and 81,906 of such common shares held by Sevin Rosen VI Affiliates Fund L.P. (SRFVI AFF). Stephen Dow (Dow), Stephen Domenik (Domenik) Jon Bayless (Bayless), John Jaggers (Jaggers) and Charles Phipps (Phipps) are general partners of the general partner of SRFVI and SRFVI AFF. Messers. Dow, Domenik, Bayless, Jaggers and Phipps disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares. ( 3 )Total common shares of 515,687 represents 478,042 of such common shares held by SRFVI and 37,645 of such common shares held by SRFVI AFF. Dow, Domenik, Bayless, Jaggers and Phipps are general partners of the general partner of SRFVI and SRFVI AFF. Messers. Dow, Domenik, Bayless, Jaggers and Phipps disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares. ( 4 )Total common shares of 526,315 represents 97,579 of such common shares held by SRFVI, 7,684 of such common shares held by SRFVI AFF, 412,631 of such common shares held by Sevin Rosen Fund VIII L.P. (SRFVIII), and 8,421 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. (SRFVIII AFF). Dow, Domenik, Bayless, Jaggers and Phipps are general partners of the general partner of SRFVI and SRFVI AFF. Dow, Domenik, Bayless, Jaggers, Phipps, Jackie Kimzey (Kimzey), David Shrigley (Shrigley) and Alan Schuele (Schuele) are general partners of the general partner of SRFVIII and SRFVIII AFF. Messers. Dow, Domenik, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares. ( 5 )Total common shares of 1,000,000 represents 625,950 of such common shares held by Sevin Rosen Fund VII L.P. (SRFVII), 24,050 of such common shares held by Sevin Rosen VII Affiliates Fund L.P. (SRFVII AFF), 343,000 of such common shares held by SRFVIII and 7,000 of such common shares held by SRFVIII AFF. Dow, Domenik, Bayless, Jaggers, Phipps, Kimzey, and Shrigley are general partners of the general partner of SRF VII and SRFVII AFF. Dow, Domenik, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele are general partners of the general partner of SRFVIII and SRFVIII AFF. Messers. Dow, Domenik, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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