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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOLDSTEIN JACK
  2. Issuer Name and Ticker or Trading Symbol
CHIRON CORP [CHIR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
V.P., Chief Operating Officer
(Last)
(First)
(Middle)
4560 HORTON STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2005
(Street)

EMERYVILLE, CA 94608
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
Restricted Share Rights 02/22/2005   A   50,000 (1) A $ 0 55,305 (2) D  

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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) $ 33.88 (3) 02/22/2005   A   200,000   02/22/2006(3) 02/22/2015 Common Stock 200,000 (3) 200,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOLDSTEIN JACK
4560 HORTON STREET
EMERYVILLE, CA 94608
      V.P., Chief Operating Officer  

Signatures

 Jack Goldstein by Naima Robinson as Atty-in-Fact   02/24/2005
**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 share rights covering 50,000 shares of the Issuer's common stock awarded to the Reporting Person in an exempt transaction under SEC Rule 16b-3(d). The share rights will vest, and the underlying shares of the Issuer's common stock will become issuable, upon the earlier of (i) the Reporting Person's continuation in service with the Issuer through February 22, 2008 or (ii) the termination of the Reporting Person's employment by the Issuer without cause.
(2) Includes the 50,000 shares subject to the restricted share rights awarded to the Reporting Person on February 22, 2005 plus additional restricted share rights covering 5,000 shares of the Issuer's common stock previously awarded to him and subject to a vesting schedule tied to his continued employment with the Issuer.
(3) Employee Stock Option granted under the Chiron 2004 Stock Compensation Plan in transaction exempt under Rule 16b-3(d). Right to exercise vests fully over a three-year period, with the first one-third of the shares vesting at the one-year anniversary of the date of grant, the second one-third vesting at the two-year anniversary and the remaining shares vesting monthly thereafter as to 1/36 of the total shares over the remaining one year of the vesting period.

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