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SEC FORM 4 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 		 
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OMB Number: 3235-0287
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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*
MORGANS DAVID J JR
(Last) (First) (Middle)
280 EAST GRAND AVENUE
(Street)
SOUTH SAN FRANCISCO CA 94080
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP-Drug Discovery and Dev
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2006
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 04/17/2006 M 5,000 A $1 25,000 D
Common Stock 04/17/2006 S(1) 5,000 D $7.34 20,000 D
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
Incentive Stock Option (right to buy) $1 04/17/2006 M 5,000 03/14/2001(2) 03/14/2011 Common Stock 5,000 $0 0 D
Incentive Stock Option (right to buy) $0.58 11/14/2000(3) 11/14/2010 Common Stock 25,000 25,000 D
Incentive Stock Option (right to buy) $1.2 07/10/2002(4) 07/10/2012 Common Stock 50,000 50,000 D
Incentive Stock Option (right to buy) $1.2 05/21/2003(5) 05/21/2013 Common Stock 54,500 54,500 D
Incentive Stock Option (right to buy) $6.5 04/08/2004(6) 03/08/2014 Common Stock 34,000 34,000 D
Incentive Stock Option (right to buy) $6.59 04/11/2005(7) 04/11/2015 Common Stock 35,995 35,995 D
Incentive Stock Option (right to buy) $7.15 03/01/2006(8) 03/01/2016 Common Stock 15,388 15,388 D
Non-Qualified Stock Option (right to buy) $6.59 04/11/2005(7) 04/11/2015 Common Stock 14,005 14,005 D
Non-Qualified Stock Option (right to buy) $7.15 03/01/2006(8) 03/01/2016 Common Stock 44,612 44,612 D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 15, 2005.
2. This option is immediately exercisable upon grant and shall vest as to 3,750 shares on 03/14/02 and the balance of 11,250 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/14/05.
3. This option is immediately exercisable upon grant and shall vest as to 20,000 shares on 10/18/01 and the balance of 60,000 divided into equal monthly installments thereafter such that the option shall be 100% vested on 10/18/04.
4. This option is immediately exercisable upon grant and shall vest as to 833 shares on 04/15/02 and the balance of 49,167 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/15/07.
5. This option is immediately exercisable upon grant and shall vest as to 1,135 shares on 04/01/03 and the balance of 53,365 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/07.
6. This option shall vest and become exercisable as to 708 shares on 04/08/04 and the balance of 33,292 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/08/08.
7. When the ISO and NQ dated 04/11/05 are combined for a total grant of 50,000 shares, the option shall vest and become exercisable as to 50,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2009.
8. When the ISO and NQ dated 03/01/2006 are combined for a total grant of 60,000 shares, the option shall vest and become exercisable as to 60,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2010.
By: Sharon Surrey-Barbari For: David J. Morgans, Jr. Ph.D. 04/17/2006
** 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.
POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of
Cytokinetics, Incorporated (the Company), hereby constitutes and
appoints James H. Sabry, Sharon Surrey-Barbari and Robert I. Blum,
and each of them, the undersigned's true and lawful attorney-in-
fact to

1.	complete and execute Forms 3, 4 and 5 and other forms and
all amendments thereto as such attorney-in-fact shall in
his or her discretion determine to be required or
advisable pursuant to Section 16 of the Securities
Exchange Act of 1934 (as amended) and the rules and
regulations promulgated thereunder, or any successor laws
and regulations, as a consequence of the undersigneds
ownership, acquisition or disposition of securities of
the Company; and

2.	do all acts necessary in order to file such forms with
the Securities and Exchange Commission, any securities
exchange or national association, the Company and such
other person or agency as the attorney-in-fact shall deem
appropriate.

      The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue
hereof.  The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of
the undersigneds responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

      This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and
5 with respect to the undersigneds holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Company and the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 17 day of April, 2006.


Signature:	 /s/ David J. Morgans, Jr.

Print Name:	David J. Morgans, Jr.