SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
VINCENT JAMES L

(Last) (First) (Middle)
C/O ALNYLAM PHARMACEUTICALS, INC.
300 THIRD STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/12/2005
3. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS, INC. [ ALNY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially owned 0 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Not Applicable
/s/ Patricia L. Allen, Attorney-In-Fact 07/13/2005
** 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 5 (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.
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.
                                                  Exhibit 24

                 LIMITED POWER OF ATTORNEY
             FOR SECTION 16 REPORTING OBLIGATIONS

       Know all by these presents, that the undersigned hereby 
makes, constitutes and appoints each of John M. Maraganore, 
Barry E. Greene and Patricia L. Allen, signing singly and each 
acting individually, as the undersigned's true and lawful 
attorney-in-fact with full power and authority as hereinafter 
described to:

       (1)  execute for and on behalf of the undersigned, in 
the undersigned's capacity as an officer and/or director of 
Alnylam Pharmaceuticals, Inc. (the "Company"), Forms 3, 4, and 
5 (including any amendments thereto) in accordance with 
Section 16(a) of the Securities Exchange Act of 1934 and the 
rules thereunder (the "Exchange Act");

       (2)  do and perform any and all acts for and on behalf 
of the undersigned which may be necessary or desirable to 
prepare, complete and execute any such Form 3, 4, or 5, 
prepare, complete and execute any amendment or amendments 
thereto, and timely deliver and file such form with the United 
States Securities and Exchange Commission and any stock 
exchange or similar authority;

       (3)  seek or obtain, as the undersigned's 
representative and on the undersigned's behalf, information 
regarding transactions in the Company's securities
 from any 
third party, including brokers, employee benefit plan 
administrators and trustees, and the undersigned hereby 
authorizes any such person to release any such information to 
such attorney-in-fact and approves and ratifies any such 
release of information; and

       (4)  take any other action of any type whatsoever in 
connection with the foregoing which, in the opinion of such 
attorney-in-fact, may be of benefit to, in the best interest 
of, or legally required by, the undersigned, it being 
understood that the documents executed by such 
attorney-in-fact on behalf of the undersigned pursuant to this 
Power of Attorney shall be in such form and shall contain such 
terms and conditions as such attorney-in-fact may approve in 
such attorney-in-fact's discretion.

       The undersigned hereby grants to each such 
attorney-in-fact full power and authority to do and perform 
any and every act and thing whatsoever requisite, necessary, 
or proper to be done in the exercise of any of the rights and 
powers herein granted, as fully to all intents and purposes as 
the undersigned might or could do if personally present, with 
full power of substitution or revocation, hereby ratifying and 
confirming all that such attorney-in-fact, or such 
attorney-in-fact's substitute or substitutes, shall lawfully 
do or cause to be done by virtue of this power of attorney and 
the rights and powers herein granted.  The undersigned 
acknowledges that the foregoing attorneys-in-fact, in serving 
in such capacity at the request of the undersigned, are not 
assuming nor relieving, nor is the Company assuming nor 
relieving, any of the undersigned's responsibilities to comply 
with Section 16 of the Exchange Act.  The undersigned 
acknowledges that neither the Company nor the foregoing 
attorneys-in-fact assume (i) any liability for the 
undersigned's responsibility to comply with the requirements 
of the Exchange Act, (ii) any liability of the undersigned for 
any failure to comply with such requirements, or (iii) any 
obligation or liability of the undersigned for profit 
disgorgement under Section 16(b) of the Exchange Act.

       This Power of Attorney shall remain in full force and 
effect until the undersigned is no longer required to file 
Forms 3, 4, and 5 with respect to the undersigned's holdings 
of and transactions in securities issued by the Company, 
unless earlier revoked by the undersigned in a signed writing 
delivered to the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this 
Power of Attorney to be executed as of this 12th day of July, 
2005.


                                 James L. Vincent
                                 ---------------------------
                                 Print Name


                                 /s/ James L. Vincent
                                 ---------------------------
                                 Signature of individual