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

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(Print or Type Responses)

1. Name and Address of Reporting Person * CLARK ROSS G   2. Issuer Name and Ticker or Trading Symbol TERCICA INC [TRCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHIEF TECHNICAL OFFICER (Last) (First) (Middle) 2000 SIERRA POINT PARKWAY, SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 03/25/2008 (Street) BRISBANE, CA 94005 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 03/25/2008   A   10,000 (1) A $ 0 80,337 D   Common stock               556,392 (2) I By Boat Harbour Ltd. (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Employee stock option (right to buy)

$ 6.13

03/25/2008

A

40,000

03/25/2008(3)

03/25/2018

Common stock

40,000

$ 0

40,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CLARK ROSS G 2000 SIERRA POINT PARKWAY, SUITE 400 BRISBANE, CA 94005	X		CHIEF TECHNICAL OFFICER

Signatures

/s/ Ajay Bansal, Attorney-in-Fact for Ross Clark		03/27/2008
**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)	Represents Restricted Stock Units (RSUs); 1/4th of the RSUs vest on 3/25/2009 and 1/4th of the total number of RSUs vest each year thereafter.
(2)	Shares held by Boat Harbour Ltd., a Limited Liability Company organized under the laws of New Zealand ("Boat Harbour"). Dr. Clark disclaims beneficial ownership of the shares held by Boat Harbour, Ltd., except to the extent that Section 16(a) of the Securities and Exchange Act of 1934, as amended, deems him to have a pecuniary interest therein. Dr. Clark also disclaims ownership of the shares for any other purpose, including the U.S. Internal Revenue Code or other foreign tax laws.
(3)	Pursuant to an early exercise provision, the option is exercisable on 3/25/2008 and is subject to repurchase rights in favor of the Issuer that lapse upon the vesting of the shares subject to the option. 1/4th of the shares subject to the option vest on 3/25/2009 and 1/48th of the total number of shares vest each month thereafter.

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