SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DOW STEPHEN M (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 10/27/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock	10/27/2004		P		6,400	A	$8.28	6,400	I	See Footnote(1)
Common Stock	10/27/2004		P		17,500	A	$8.23	23,900	I	See Footnote(1)
Common Stock	10/27/2004		P		3,800	A	$8.2121	27,700	I	See Footnote(1)
Common Stock	10/27/2004		P		1,100	A	$8.17	28,800	I	See Footnote(1)
Common Stock	10/27/2004		P		1,000	A	$8.2	29,800	I	See Footnote(1)
Common Stock	10/27/2004		P		2,000	A	$8.22	31,800	I	See Footnote(1)
Common Stock	10/27/2004		P		2,000	A	$8.25	33,800	I	See Footnote(1)
Common Stock	10/27/2004		P		6,200	A	$8.2679	40,000	I	See Footnote(1)
Common Stock	10/28/2004		P		6,000	A	$9.094	46,000	I	See Footnote(1)
Common Stock	10/28/2004		P		1,500	A	$9.07	47,500	I	See Footnote(1)
Common Stock	10/28/2004		P		2,500	A	$9.01	50,000	I	See Footnote(1)
Common Stock	10/28/2004		P		1,000	A	$8.95	51,000	I	See Footnote(1)
Common Stock	10/28/2004		P		5,000	A	$8.91	56,000	I	See Footnote(1)
Common Stock	10/28/2004		P		4,000	A	$8.94	60,000	I	See Footnote(1)
Common Stock								3,164,002	I	See Footnote(2)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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

Explanation of Responses:

1. Shares are held by the Dow Family Trust (the "Dow Trust"). Mr. Dow ("Dow") is a trustee and beneficiary of the Dow Trust.

2. Total common shares of 3,164,002 represents 1,615,715 of such common shares held by Sevin Rosen Fund VI L.P. ("SRFVI"), 127,235 of such common shares held by Sevin Rosen VI Affiliates Fund L.P. ("SRFVI AFF"), 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"), 755,631 of such common shares held by Sevin Rosen Fund VIII L.P. ("SRFVIII") and 15,421 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. ("SRFVIII AFF"). Dow is a general partner of the general partner of SRFVI, SRFVI AFF, SRFVII, SRFVII AFF, SRFVIII and SRFVIII AFF. Dow disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

	John V. Jaggers, By Power Of Attorney	10/29/2004
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.