Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
MORGANS DAVID J JR
   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)
EVP-Preclinical R&D
(Last)
(First)
(Middle)
280 EAST GRAND AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/02/2009
(Street)

SOUTH SAN FRANCISCO, CA 94080		 4. If Amendment, Date 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
(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 02/02/2009   S(1)   100 D $ 2.07 69,400 D  
Common Stock 02/02/2009   S(1)   400 D $ 2.1067 69,000 D  
Common Stock 02/02/2009   S(1)   400 D $ 2.1099 68,600 D  
Common Stock 02/02/2009   S(1)   500 D $ 2.13 68,100 D  
Common Stock 02/02/2009   S(1)   500 D $ 2.15 67,600 D  
Common Stock 02/02/2009   S(1)   300 D $ 2.1522 67,300 D  
Common Stock 02/02/2009   S(1)   1,050 D $ 2.16 66,250 D  
Common Stock 02/02/2009   S(1)   300 D $ 2.1633 65,950 D  
Common Stock 02/02/2009   S(1)   950 D $ 2.17 65,000 D  
Common Stock 02/02/2009   S(1)   500 D $ 2.19 64,500 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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
Incentive Stock Option (right to buy) $ 3.37             03/29/2008(2) 02/28/2018 Common Stock 27,714   27,714 D  
Incentive Stock Option (right to buy) $ 6.5             04/08/2004(3) 03/08/2014 Common Stock 34,000   34,000 D  
Incentive Stock Option (right to buy) $ 6.59             04/11/2005(4) 04/11/2015 Common Stock 35,995   35,995 D  
Incentive Stock Option (right to buy) $ 6.81             04/01/2007(5) 03/14/2017 Common Stock 14,810   14,810 D  
Incentive Stock Option (right to buy) $ 7.15             03/01/2006(6) 03/01/2016 Common Stock 15,388   15,388 D  
Non-Qualified Stock Option (right to buy) $ 3.37             03/29/2008(2) 02/28/2018 Common Stock 122,286   122,286 D  
Non-Qualified Stock Option (right to buy) $ 6.59             04/11/2005(4) 04/11/2015 Common Stock 14,005   14,005 D  
Non-Qualified Stock Option (right to buy) $ 6.81             04/01/2007(5) 03/14/2017 Common Stock 50,190   50,190 D  
Non-Qualified Stock Option (right to buy) $ 7.15             03/01/2006(6) 03/01/2016 Common Stock 44,612   44,612 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MORGANS DAVID J JR
280 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080		       EVP-Preclinical R&D  

Signatures

 David J. Morgans, Jr., Ph.D.   02/04/2009
**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) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 30, 2008.
(2) When the ISO and NQ dated 02/29/2008 are combined for a total grant of 150,000 shares, the option shall vest and become exercisable as to 3,125 shares on 03/29/08 and the balance of 146,875 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/29/12.
(3) 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.
(4) 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.
(5) When the ISO and NQ dated 03/14/2007 are combined for a total grant of 65,000 shares, the option shall vest and become exercisable as to 1,354 shares on 04/01/07 and the balance of 63,646 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/11.
(6) 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.