<SUBMISSION>
<ACCESSION-NUMBER>0000950135-03-000908
<TYPE>SC 13G/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20030211
<GROUP-MEMBERS>ABINGWORTH BIOVENTURES III A L.P.
<GROUP-MEMBERS>ABINGWORTH BIOVENTURES III B L.P.
<GROUP-MEMBERS>ABINGWORTH BIOVENTURES III C L.P.
<GROUP-MEMBERS>ABINGWORTH BIOVENTURES III EXECUTIVES L.P.
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>3 DIMENSIONAL PHARMACEUTICALS INC
<CIK>0000914201
<ASSIGNED-SIC>2834
<IRS-NUMBER>232716487
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
<ACT>34
<FILE-NUMBER>005-59449
<FILM-NUMBER>03550308
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>665 STOCKTON DRIVE
<STREET2>SUITE 104
<CITY>EXTON
<STATE>PA
<ZIP>19341
<PHONE>6104588959
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>665 STOCKTON DRIVE
<STREET2>SUITE 104
<CITY>EXTON
<STATE>PA
<ZIP>19341
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>ABINGWORTH BIOVENTURES SICAV
<CIK>0000895906
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>231 VAL DES BONS MALADES L-2121
<CITY>LUXEMBERG-KIRCHBERG
<STATE>N4
<PHONE>3524389891
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>231 VAL DES BONS MALADES
<STREET2>BOITE POSTALE 566 L2015
<CITY>LUXEMBOURG
<STATE>N4
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>b45505absc13gza.txt
<DESCRIPTION>ABINGWORTH BIOVENTURES SICAV
<TEXT>
<PAGE>

                                                        OMB APPROVAL
                                                    ----------------------------
                                                    OMB Number:        3235-0145
                                                    Expires:   December 31, 2005
                                                    Estimated average burden
                                                    hours per response . . .14.9


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 2)*

                          3-Dimensional Pharmaceuticals
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, $.001 par value per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    88554W104
                     ---------------------------------------
                                 (CUSIP Number)


                                December 31, 2002
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

          [ ] Rule 13d-1(b)

          [X] Rule 13d-1(c)

          [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                               Page 1 of 13 pages
<PAGE>
CUSIP NO. 88554W104                   13G                     PAGE 2 OF 13 PAGES


1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


      Abingworth Bioventures SICAV, in liquidation

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

                                                                     (a) [ ]
                                                                     (b) [ ]

3     SEC USE ONLY

4     CITIZENSHIP OR PLACE OF ORGANIZATION

      Luxembourg

                           5    SOLE VOTING POWER

                                1,040,327
       NUMBER OF
         SHARES            6    SHARED VOTING POWER
      BENEFICIALLY
        OWNED BY                -0-

          EACH             7    SOLE DISPOSITIVE POWER
       REPORTING

         PERSON                 1,040,327

          WITH             8    SHARED DISPOSITIVE POWER

                                -0-

9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,335,327 shares of Common Stock (See Item 4(a) of attached Schedule

10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
      INSTRUCTIONS)
                                                                         [ ]


11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      5.9  %

12    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      CO




                               Page 2 of 13 pages
<PAGE>
CUSIP NO. 88554W104                   13G                     PAGE 3 OF 13 PAGES


1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


      Abingworth Bioventures III A L.P.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

                                                                     (a) [ ]
                                                                     (b) [ ]

3     SEC USE ONLY

4     CITIZENSHIP OR PLACE OF ORGANIZATION

      England

                           5    SOLE VOTING POWER

                                148,090

       NUMBER OF
         SHARES            6    SHARED VOTING POWER
      BENEFICIALLY
        OWNED BY                -0-

          EACH             7    SOLE DISPOSITIVE POWER
       REPORTING

         PERSON                 148,090

          WITH             8    SHARED DISPOSITIVE POWER

                                -0-

9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,335,327 shares of Common Stock (See Item 4(a) of attached Schedule

10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
      INSTRUCTIONS)
                                                                         [ ]


11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      5.9 %

12    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      PN



                               Page 3 of 13 pages
<PAGE>
CUSIP NO. 88554W104                   13G                     PAGE 4 OF 13 PAGES


1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


      Abingworth Bioventures III B L.P.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

                                                                     (a) [ ]
                                                                     (b) [ ]

3     SEC USE ONLY

4     CITIZENSHIP OR PLACE OF ORGANIZATION

      England

                           5    SOLE VOTING POWER

                                90,400

       NUMBER OF
         SHARES            6    SHARED VOTING POWER
      BENEFICIALLY
        OWNED BY                -0-

          EACH             7    SOLE DISPOSITIVE POWER
       REPORTING

         PERSON                 90,400

          WITH             8    SHARED DISPOSITIVE POWER

                                -0-

9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,335,327 shares of Common Stock (See Item 4(a) of attached Schedule

10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
      INSTRUCTIONS)
                                                                         [ ]


11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      5.9 %

12    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      PN



                               Page 4 of 13 pages
<PAGE>
CUSIP NO. 88554W104                   13G                     PAGE 5 OF 13 PAGES


1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


      Abingworth Bioventures III C L.P.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

                                                                     (a) [ ]
                                                                     (b) [ ]

3     SEC USE ONLY

4     CITIZENSHIP OR PLACE OF ORGANIZATION

      England

                           5    SOLE VOTING POWER

                                54,150

       NUMBER OF
         SHARES            6    SHARED VOTING POWER
      BENEFICIALLY
        OWNED BY                -0-

          EACH             7    SOLE DISPOSITIVE POWER
       REPORTING

         PERSON                 54,150

          WITH             8    SHARED DISPOSITIVE POWER

                                -0-

9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,335,327 shares of Common Stock (See Item 4(a) of attached Schedule

10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
      INSTRUCTIONS)
                                                                         [ ]


11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      5.9 %

12    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      PN



                               Page 5 of 13 pages
<PAGE>
CUSIP NO. 88554W104                   13G                     PAGE 6 OF 13 PAGES


1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


      Abingworth Bioventures III Executives L.P.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                     (a) [ ]
                                                                     (b) [ ]

3     SEC USE ONLY

4     CITIZENSHIP OR PLACE OF ORGANIZATION

      Delaware

                           5    SOLE VOTING POWER

                                2,360

       NUMBER OF
         SHARES            6    SHARED VOTING POWER
      BENEFICIALLY
        OWNED BY                -0-

          EACH             7    SOLE DISPOSITIVE POWER
       REPORTING

         PERSON                 2,360

          WITH             8    SHARED DISPOSITIVE POWER

                                -0-

9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,335,327 shares of Common Stock (See Item 4(a) of attached Schedule

10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
      INSTRUCTIONS)
                                                                         [ ]


11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      5.9 %

12    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      PN



                               Page 6 of 13 pages
<PAGE>
CUSIP NO. 88554W104                   13G                     PAGE 7 OF 13 PAGES


Item 1(a).       Name of Issuer:

                 3-Dimensional Pharmaceuticals, Inc.

Item 1(b).       Address of Issuer's Principal Executive Offices:

                 1020 Stony Hill Road, Suite 300, Yardley, Pennsylvania 19067

Item 2(a).       Name of Person Filing:

                 Abingworth Bioventures SICAV, in liquidation ("Abingworth
                 SICAV"), Abingworth Bioventures III A L.P. ("Abingworth III
                 A"), Abingworth Bioventures III B L.P. ("Abingworth III B"),
                 Abingworth Bioventures III C L.P. ("Abingworth III C"), and
                 Abingworth Bioventures III Executives L.P. ("Abingworth III
                 Executives"). See attached Exhibit 1, which is a copy of their
                 agreement in writing to file this statement on behalf of each
                 of them.

Item 2(b).       Address of Principal Business Office or, if None, Residence:

                 The business address for Abingworth SICAV is 231 Val des Bons
                 Malades, L-2121, Luxembourg-Kirchberg, Luxembourg. The business
                 address for Abingworth III A, Abingworth III B, Abingworth III
                 C and Abingworth III Executives is c/o Abingworth Management
                 Limited, Princes House, 38 Jermyn Street, London, England SW1Y
                 6DN.

Item 2(c).       Citizenship:

                 Abingworth SICAV is a corporation organized under the laws of
                 Luxembourg. Abingworth III A, Abingworth III B and Abingworth
                 III C are limited partnerships organized under the laws of
                 England. Abingworth III Executives is a limited partnership
                 organized under the laws of Delaware.

Item 2(d).       Title of Class of Securities:

                 Common Stock, $.001 par value per share.

Item 2(e).       CUSIP Number:

                 88554W104

Item 3.          If this statement is filed pursuant to Rules 13d-1(b), or
                 13d-2(b), check whether the person filing is a:

                (a)  [ ] Broker or Dealer registered under Section 15 of the
                     Securities Exchange Act of 1934 (the "Act").

                (b)  [ ] Bank as defined in Section 3(a)(6) of the Act.

                (c)  [ ] Insurance Company as defined in Section 3(a)(19) of the
                     Act.

                (d)  [ ] Investment Company registered under Section 8 of the
                     Investment Company Act.

                (e)  [ ] Investment Advisor registered under Section 203 of the
                     Investment Advisers Act of 1940.

                (f)  [ ] Employee Benefit Plan, Pension Fund which is subject to
                     the provisions of the Employee Retirement Income Security
                     Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F).



                               Page 7 of 13 pages
<PAGE>
CUSIP NO. 88554W104                   13G                     PAGE 8 OF 13 PAGES


                (g)  [ ] Parent Holding Company, in accordance with Rule
                     13d-1(b)(ii)(G); see Item 7.

                (h)  [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

                 Not applicable.

Item 4.          Ownership.

                 (a)   Amount Beneficially Owned:

                       Each of Abingworth SICAV, Abingworth III A, Abingworth
                       III B, Abingworth III C and Abingworth III Executives
                       may be deemed to beneficially own 1,335,327 shares of
                       Common Stock as of December 31, 2002.

                       Abingworth SICAV was the record owner of 1,040,327
                       shares of Common Stock as of December 31, 2002.
                       Abingworth III A was the record owner of 148,090 shares
                       of Common Stock as of December 31, 2002. Abingworth III
                       B was the record owner of 90,400 shares of Common Stock
                       as of December 31, 2002. Abingworth III C was the record
                       owner of 54,150 shares of Common Stock as of December
                       31, 2002. Abingworth III Executives was the record owner
                       of 2,360 shares of Common Stock as of December 31, 2002.
                       (The shares held of record by Abingworth SICAV,
                       Abingworth III A, Abingworth III B, Abingworth III C and
                       Abingworth III Executives are referred to collectively
                       herein as the "Record Shares"). By virtue of their
                       relationship as affiliated entities, each of Abingworth
                       SICAV, Abingworth III A, Abingworth III B, Abingworth
                       III C and Abingworth III Executives may be deemed to
                       beneficially own all of the Record Shares as of December
                       31, 2002.

                 (b)   Percent of Class: Abingworth SICAV: 5.9%; Abingworth III
                       A: 5.9%; Abingworth III B: 5.9%; Abingworth III C 5.9%;
                       Abingworth III Executives 5.9%.

                       The foregoing percentage is calculated based on
                       22,595,758 shares of Common Stock reported by the Issuer
                       to be outstanding as of November 8, 2002 in its report
                       on Form 10-Q filed with the Securities and Exchange
                       Commission on November 14, 2002.

                 (c)   Number of shares as to which such person has:

                       Reference is made to Items Nos. 5-8 of the Cover Sheet.

                       Each of Abingworth SICAV, Abingworth III A, Abingworth
                       III B, Abingworth III C and Abingworth III Executives,
                       expressly disclaims beneficial ownership of any shares
                       of Common Stock of 3-Dimensional Pharmaceuticals, Inc.
                       except, in the case of Abingworth SICAV, for the
                       1,040,327 shares of Common Stock that it holds of
                       record, in the case of Abingworth III A, for the 148,090
                       shares of Common Stock that it holds of record, in the
                       case of Abingworth III B, for the 90,400 shares of
                       Common Stock that it holds of record, in the case of
                       Abingworth III C, for the 54,150 shares of Common Stock
                       that it holds of record, and in the case of Abingworth
                       III Executives, for the 2,360 shares of Common Stock
                       that it holds of record.



                               Page 8 of 13 pages
<PAGE>
CUSIP NO. 88554W104                   13G                     PAGE 9 OF 13 PAGES


Item 5.          Ownership of Five Percent or Less of a Class.

                 Not applicable.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Not applicable.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on by the Parent Holding
                 Company.

                 Not applicable.

Item 8.          Identification and Classification of Members of the Group.

                 Not applicable.

Item 9.          Notice of Dissolution of Group.

                 Not applicable.

Item 10.         Certification.

                 By signing below we certify that, to the best of our knowledge
                 and belief, the securities referred to above were acquired and
                 are held in the ordinary course of business and were not
                 acquired and are not held for the purpose of or with the effect
                 of changing or influencing the control of the issuer of the
                 securities and were not acquired and are not held in connection
                 with or as a participant in any transaction having that purpose
                 or effect.


                               Page 9 of 13 pages
<PAGE>
CUSIP NO. 88554W104                   13G                    PAGE 10 OF 13 PAGES


                                    SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:  10 February, 2003

ABINGWORTH BIOVENTURES SICAV, IN LIQUIDATION

By:       /s/ Genevieve Blauen
        ---------------------------
        Name:  Genevieve BLAUEN

Title:  Company Secretary


By:       /s/ Gerard Muller
        ---------------------------
        Name:  Gerard Muller

Title:  Mandatory
        ---------------------------



ABINGWORTH BIOVENTURES III A L.P.

By:     Abingworth Management Limited, its Manager

By:       /s/ James Abell
        ---------------------------
        Name:  James Abell
        Title: Executive Director

ABINGWORTH BIOVENTURES III B L.P.

By:     Abingworth Management Limited, its Manager

By:       /s/ James Abell
        ---------------------------
        Name:  James Abell
        Title: Executive Director
<PAGE>
CUSIP NO. 88554W104                   13G                    PAGE 11 OF 13 PAGES

ABINGWORTH BIOVENTURES III C L.P.

By:     Abingworth Management Limited, its Manager

By:       /s/ James Abell
        ---------------------------
        Name:  James Abell
        Title: Executive Director

ABINGWORTH BIOVENTURES III EXECUTIVES L.P.

By:     Abingworth Management Limited, its Manager

By:       /s/ James Abell
        ---------------------------
        Name:  James Abell
        Title: Executive Director
<PAGE>
CUSIP NO. 88554W104                   13G                    PAGE 12 OF 13 PAGES
                                                                       Exhibit 1

                                    AGREEMENT

      Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13 need be filed with respect to the ownership by each of
the undersigned of shares of stock of 3-Dimensional Pharmaceuticals, Inc.

      This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.

        EXECUTED this 10th day of February, 2003.

ABINGWORTH BIOVENTURES SICAV, IN LIQUIDATION

By:       /s/ Genevieve Blauen
        ---------------------------
        Name:  Genevieve BLAUEN

Title:  Company Secretary

By:       /s/ Gerard Muller
        ---------------------------
        Name:  Gerard Muller

Title:  Mandatory
        ---------------------------


ABINGWORTH BIOVENTURES III A L.P.

By:     Abingworth Management Limited, its Manager

By:       /s/ James Abell
        ---------------------------
        Name:  James Abell
        Title: Executive Director

ABINGWORTH BIOVENTURES III B L.P.

By:     Abingworth Management Limited, its Manager

By:       /s/ James Abell
        ---------------------------
        Name:  James Abell
        Title: Executive Director
<PAGE>
CUSIP NO. 88554W104                   13G                    PAGE 13 OF 13 PAGES


ABINGWORTH BIOVENTURES III C L.P.

By:     Abingworth Management Limited, its Manager

By:       /s/ James Abell
        ---------------------------
        Name:  James Abell
        Title: Executive Director

ABINGWORTH BIOVENTURES III EXECUTIVES L.P.

By:     Abingworth Management Limited, its Manager

By:       /s/ James Abell
        ---------------------------
        Name:  James Abell
        Title: Executive Director


</TEXT>
</DOCUMENT>
</SUBMISSION>
