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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1. Name and Address of Reporting Person * SCHRODER VENTURE MANAGERS LTD   2. Issuer Name and Ticker or Trading Symbol ACHILLION PHARMACEUTICALS INC [ACHN] 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) SCHRODER ADMINISTRATIVE SERVICES, 22 CHURCH STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/31/2006 (Street) HAMILTON, D0 HM 11 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (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 10/31/2006   C   1,710,231 (1) A $ 0 1,710,231 (1) I See Footnote (1)

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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

Series B Convertible Preferred Stock

(2)

10/31/2006

C

6,071,204 (3) (5)

(2)

(4)

Common Stock

758,894 (3) (5)

$ 0

0

I

See Footonte (3)

Series C Convertible Preferred Stock

(2)

10/31/2006

C

3,306,866 (5) (6)

(2)

(4)

Common Stock

494,283 (5) (6)

$ 0

0

I

See Footonte (6)

Series C-2 Convertible Preferred Stock

(2)

10/31/2006

C

3,656,461 (5) (7)

(2)

(4)

Common Stock

457,054 (5) (7)

$ 0

0

I

See Footonte (7)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHRODER VENTURE MANAGERS LTD SCHRODER ADMINISTRATIVE SERVICES 22 CHURCH STREET HAMILTON, D0 HM 11		X
SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II LP1 SCHRODER ADMINISTRATIVE SERVICES 22 CHURCH STREET HAMILTON, D0 HM 11		X
Schroder Ventures International Life Sciences Fund II L.P.2 SCHRODER ADMINISTRATIVE SERVICES 22 CHURCH STREET HAMILTON, D0 HM-11		X
Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. SCHRODER ADMINISTRATIVE SERVICES 22 CHURCH STREET HAMILTON, D0 HM 11		X
Schroder Ventures International Life Sciences Fund II L.P.3 SCHRODER ADMINSITRATIVE SERVICES 22 CHURCH STREET HAMILTON, D0 HM-11		X
SV (Nominees) LTD as Nominee of Schroder Ventures Investments LTD SCHRODER ADMINISTRATIVE SERVICES 22 CHURCH STREET HAMILTON, D0 HM 11		X
SCHRODER VENTURES MANAGERS INC SCHRODER ADMINSITRATIVE SERVICES 22 CHURCH STREET HAMILTON, D0 HM11		X
SITCO Nominees Ltd. VC 01903 as Nominee of Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme SCHRODER ADMINISTRATIVE SERVICES LIMITED 22 CHURCH STREET HAMILTON, D0 HM-11		X

Signatures

/s/ Schroder Venture Managers Ltd. by Deborah Speight, Director and Scott Burns, Authorized Signatory		11/02/2006
**Signature of Reporting Person		Date
(see signatures on Exhibit 99.2)		11/02/2006
**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)	See "Notes to Footnote 1" on Exhibit 99.1
(2)	Upon the closing of the issuer's initial public offering, each share of Series B and Series C-2 Convertible Preferred Stock automatically converted into approximately 0.125 shares of common stock and each share of Series C Convertible Preferred Stock automatically converted into approximately 0.149 shares of common stock. The Series B, Series C and Series C-2 Convertible Preferred Stock conversion rates reflect the 1-for-8 reverse stock split, which became effective on October 24, 2006.
(3)	See "Notes to Footnote 3" on Exhibit 99.1
(4)	Not applicable
(5)	Includes shares of preferred stock issued as a dividend which was paid upon the conversion of the preferred stock.
(6)	See "Notes to Footnote 6" on Exhibit 99.1
(7)	See "Notes to Footnote 7" on Exhibit 99.1

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