FORM 4

[__] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

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
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1. Name and Address of Reporting Person*
   Meanwell, Clive A

(Last)                      (First)                      (Middle)

  c/o The Medicines Company
     5 Sylvan Way

(Street)

  Parsippany, NJ 07054

(City)                      (State)                      (Zip)

2. Issuer Name and Ticker
    or Trading Symbol

   The Medicines Company - MDCO

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

     
4. Statement for
    (Month/Day/Year)

   11/25/2002


5. If Amendment,
    Date of Original
    (Month/Day/Year)

    
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)


   X    Director                                __   10% Owner

   X    Officer (give title below)        __   Other (specify below)

    Executive Chairman    

7. Individual or Joint/Group Filing (Check Applicable Line)

  _ X    Form filed by One Reporting Person

  ____    Form filed by More than One Reporting Person
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
           

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
    Deri-
    vative
    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
     Securities:
     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
Forward Contract (right/obligation to sell)(1)11/25/2002 J  (1) (1) (1) Common Stock(1)(1)(1)D 

Explanation of Responses:  (1) On November 25, 2002, Clive A. Meanwell entered into a pre-paid variable forward sales contract ("Forward Contract") with Bear Stearns Bank plc ("Bear"). Pursuant to the Forward Contract, Dr. Meanwell has pledged 350,000 shares of Common Stock of The Medicines Company to secure his obligation to deliver a maximum of 350,000 shares of Common Stock on February 14, 2006 (the "Settlement Date"). The 350,000 shares represent approximately 30% of the combined number of shares of Common Stock of the Company currently owned and subject to options held by Dr. Meanwell. Prior to the Settlement Date, Dr. Meanwell retains voting control over the 350,000 shares subject to the Forward Contract. In exchange for his agreement, Dr. Meanwell will receive on or about December 2, 2002 $4,103,190, representing approximately 70% of the proceeds of the sale of 350,000 shares of Common Stock on November 25 and 26, 2002. The actual number of shares that Dr. Meanwell is obligated to deliver in 2006 varies based on the average closing price of the Common Stock during the seven week period prior to the Settlement Date (the "Settlement Price"), as follows:
     
     *if the Settlement Price is at or above $28.39 per share (the "Ceiling Price"), Dr. Meanwell is obligated to deliver a number of shares equal to the product of (a) 350,000 and (b) the ratio that is obtained by dividing the sum (x) $14.195 per share (the "Floor Price") and (y) the difference between the Settlement Price and the Ceiling Price, by the Settlement Price, and
     *if the Settlement Price is between the Floor Price and the Ceiling Price, Dr. Meanwell is obligated to deliver a number of shares equal to the product of (a)350,000 and (b) the ratio that is obtained by dividing the Floor Price by the Settlement Price, and
     *if the Settlement Price is at or below the Floor Price, Dr. Meanwell is obligated to deliver 350,000 shares.
     
     The number of shares of Common Stock to be delivered by Dr. Meanwell is subject to adjustment in the case of certain antidilutive and extraordinary events and the payment of any dividends by the Company on the Common Stock.


            /s/ Clive A. Meanwell                     11/27/2002   
** Signature of Reporting Person Date


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).

** 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.