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 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 * Abingworth Management LTD   2. Issuer Name and Ticker or Trading Symbol ALNYLAM PHARMACEUTICALS, INC. [ALNY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 38 JERMYN STREET 3. Date of Earliest Transaction (Month/Day/Year) 06/03/2004 (Street) LONDON, X0 SW1Y 6DN 4. If Amendment, Date Original Filed(Month/Day/Year) 06/07/2004 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 (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 06/03/2004   C   1,020,902 A $ 0 1,176,269 (1) I See Footnote (2) Common Stock 06/03/2004   C   623,202 A $ 0 718,037 (3) I See Footnote (4) Common Stock 06/03/2004   C   373,294 A $ 0 430,112 (5) I See Footnote (6) Common Stock 06/03/2004   C   16,270 A $ 0 18,745 (7) I See Footnote (8)

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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 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Abingworth Management LTD 38 JERMYN STREET LONDON, X0 SW1Y 6DN		X

Signatures

Claire Wilkinson, on behalf of Abingworth Management LTD		03/15/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	130,520 shares that were acquired on May 27, 2004 by Abingworth BioVentures III A L.P., the acquisition of which was reported on a Form 4 filed June 1, 2004, were omitted from this Form 4 and the subsequent Forms 4 filed by the reporting person on January 7, 2005, January 12, 2005 and January 20, 2005.
(2)	These shares are owned directly by Abingworth BioVentures III A L.P., of which Abingworth Management LTD is the Manager.
(3)	79,673 shares that were acquired on May 27, 2004 by Abingworth BioVentures III B L.P., the acquisition of which was reported on a Form 4 filed June 1, 2004, were omitted from this Form 4 and the subsequent Forms 4 filed by the reporting person on January 7, 2005, January 12, 2005 and January 20, 2005.
(4)	These shares are owned directly by Abingworth BioVentures III B L.P., of which Abingworth Management LTD is the Manager.
(5)	47,727 shares that were acquired on May 27, 2004 by Abingworth BioVentures III C L.P., the acquisition of which was reported on a Form 4 filed June 1, 2004, were omitted from this Form 4 and the subsequent Forms 4 filed by the reporting person on January 7, 2005, January 12, 2005 and January 20, 2005.
(6)	These shares are owned directly by Abingworth BioVentures III C L.P., of which Abingworth Management LTD is the Manager.
(7)	2,080 shares that were acquired on May 27, 2004 by Abingworth BioVentures III Executives L.P., the acquisition of which was reported on a Form 4 filed June 1, 2004, were omitted from this Form 4 and the subsequent Forms 4 filed by the reporting person on January 7, 2005, January 12, 2005 and January 20, 2005.
(8)	These shares are owned directly by Abingworth BioVentures III Executives L.P., of which Abingworth Management LTD is the Manager.

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