FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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	OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed ByByRomeo ~~Romeo~~and & Dye'ssSection ~~Instant~~16 ~~Form 4~~ Filerwww.section16.net

1. Name and Address of Reporting Person* Rabson Michael	2. Issuer Name and Ticker or Trading Symbol Maxygen, Inc. (MAXY)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President & General Counsel
1. Name and Address of Reporting Person* Rabson, Michael	2. Issuer Name and Ticker or Trading Symbol Maxygen, Inc. (MAXY)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President & General Counsel
(Last) (First) (Middle) c/o Maxygen, Inc. 515 Galveston Drive	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year ~~10/~~01/~~2002~~17/2003
(Street) Redwood City, CA 94063		5. If Amendment, Date of Original (Month/Day/Year)	7. 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. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship 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								~~156~~81,489(1)	D
Common Stock								~~209~~284,~~611~~968(2)	I	(3)

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).

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 control number

FORM 4 (continued)

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. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

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

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$147.1440

01/1817/~~2002~~2003

2287,~~054~~500

(4)

01/1716/122013

Common Stock

2287,~~054~~500

250,716

Employee Stock Option (right to buy)

$12.44

04/01/02

22,054

(5)

03/31/12

Common Stock

22,054

Employee Stock Option (right to buy)

$10.51

07/01/02

22,054

(6)

06/30/12

Common Stock

22,054

Employee Stock Option (right to buy)

$6.74

10/01/02

22,054

(7)

09/30/12

Common Stock

22,054

163,216

Explanation of Responses: (1) Since the reporting person's last report ~~209~~75,~~100~~000 shares previously held directly have been transferred to the Rabson~~/Moritz~~ ~~1999~~ Family Trust, of which the reporting person is a trustee. ~~Includes 1,911 shares acquired under the Maxygen, Inc. employee stock purchase plan on February 28, 2002.~~(2) Includes ~~134~~357 shares acquired under the Maxygen, Inc. 401(k) plan on ~~June 30, 2001, 151 shares acquired under the Maxygen, Inc. 401(k) plan on~~ December 31, ~~2001 and 226 shares acquired under the Maxygen, Inc. 401(k) plan on June 30,~~ 2002.(3) Consists of ~~209~~284,100 shares held by the Rabson~~/Moritz~~ ~~1999~~ Family Trust, ~~of which the reporting person is a trustee~~ and ~~511~~868 shares held by the Maxygen, Inc. 401(k) plan.(4) The option vests and is exercisable as to 1/4 of the underlying shares on January 1, 2003 and as to 1/48 of the underlying shares monthly thereafter beginning February 1, 2003.(5) The option vests and is exercisable as to 1/4 of the underlying shares on January 1, 2003 and as to 1/48 of the underlying shares monthly thereafter beginning February 1, 2003.(6) ~~The option vests and is exercisable as to 1/4~~ of the ~~underlying~~ shares on ~~January~~July 1, 2003 and as to 1/4836 of the underlying shares monthly thereafter beginning ~~February~~August 1, 2003.~~(7) The option vests and is exercisable as to 1/4 of the underlying shares on January 1, 2003 and as to 1/48 of the underlying shares monthly thereafter beginning February 1, 2003.~~

By: /s/ Michael Rabson **Signature of Reporting Person ~~10/~~01/0220/2003 Date

**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.

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