Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Mammen Mathai
 2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2008		 3. Issuer Name and Ticker or Trading Symbol
THERAVANCE INC [THRX]
(Last)
(First)
(Middle)
THERAVANCE, INC., 901 GATEWAY BLVD.		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP, Research
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SOUTH SAN FRANCISCO, CA 94080		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 58,069
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 09/15/2010 Common Stock 6,451 $ 8.525 D  
Stock Option (Right to Buy)   (1) 02/03/2011 Common Stock 6,451 $ 8.525 D  
Stock Option (Right to Buy)   (1) 02/03/2011 Common Stock 3,387 $ 8.525 D  
Stock Option (Right to Buy)   (1) 02/23/2012 Common Stock 3,225 $ 8.525 D  
Stock Option (Right to Buy)   (1) 12/19/2012 Common Stock 5,161 $ 3.1 D  
Stock Option (Right to Buy)   (1) 01/23/2013 Common Stock 11,855 $ 3.1 D  
Stock Option (Right to Buy)   (1) 01/23/2013 Common Stock 2,655 $ 3.1 D  
Stock Option (Right to Buy)   (1) 02/24/2014 Common Stock 4,570 $ 3.1 D  
Stock Option (Right to Buy)   (1) 09/02/2014 Common Stock 6,451 $ 12.4 D  
Stock Option (Right to Buy)   (1) 09/02/2014 Common Stock 12,903 $ 12.4 D  
Stock Option (Right to Buy)   (2) 10/03/2014 Common Stock 18,750 $ 16 D  
Stock Option (Right to Buy)   (2) 10/03/2014 Common Stock 29,250 $ 16 D  
Stock Option (Right to Buy)   (3) 02/09/2015 Common Stock 12,000 $ 18.37 D  
Stock Option (Right to Buy)   (3) 02/09/2015 Common Stock 9,900 $ 18.37 D  
Stock Option (Right to Buy)   (3) 02/07/2016 Common Stock 9,900 $ 29.65 D  
Stock Option (Right to Buy)   (3) 02/13/2017 Common Stock 13,200 $ 34 D  
Stock Option (Right to Buy)   (3) 07/01/2017 Common Stock 16,500 $ 32.78 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mammen Mathai
THERAVANCE, INC.
901 GATEWAY BLVD.
SOUTH SAN FRANCISCO, CA 94080		       Senior VP, Research  

Signatures

Mathai Mammen 01/11/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Immediately exercisable.
(2) 40% of the shares are immediately exercisable, 30% of the shares become exercisable on 10/4/08 and the balance becomes exercisable on 10/4/09.
(3) The option becomes exercisable for the shares in a series of 48 equal monthly installments. The option shall be fully vested and exercisable on the 4-year anniversary of the grant date provided optionee remains in continuous service through such date.

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