Filed pursuant to Rule 424(b)(3)
                           Registration No. 333-90321

                                   PROSPECTUS

                                  March 7, 2000

                               CURAGEN CORPORATION

                        1,976,663 SHARES OF COMMON STOCK

We have registered up to 1,976,663 shares of our common stock for sale by the
selling stockholders listed on page 14 of this prospectus.

We will not receive any of the proceeds from the selling stockholders' sale of
their common stock.

Our common stock is traded on the Nasdaq National Market under the symbol
"CRGN." On February 17, 2000, the closing sale price of one share of common
stock as quoted on the Nasdaq National Market was $231.00.

Our address is CuraGen Corporation, 555 Long Wharf Drive, 11th Floor, New Haven,
Connecticut 06511, and our telephone number is (203) 401-3330.


                This Investment Involves A High Degree of Risk.
       You Should Purchase Shares Only If You Can Afford A Complete Loss.
                     See "Risk Factors" Beginning on Page 3.


Neither the Securities and Exchange Commission nor any state securities
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commission has approved or disapproved of these securities, or determined if
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this prospectus is truthful or complete.  Any representation to the contrary is
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a criminal offense.
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                 The date of this prospectus is March 7, 2000.


                               CURAGEN'S BUSINESS

     We are a genomics based drug discovery and development company. We
research, develop and use technologies based on the discovery of genes and our
understanding of their functions and relationships, which we refer to as
"genomics technologies", to accelerate the discovery and development of products
to improve human and animal health and the vitality of agriculture, in
collaboration with other companies and through our own internal programs.

     Our Internet-enabled genomics technologies, processes and information
systems are fully integrated with one another and rapidly generate comprehensive
information about the following:

     o    gene sequence, the order in which nucleotides (the building blocks of
          DNA) appear in a gene and control the function of the gene;

     o    variations in gene sequences;

     o    gene expression, the degree of gene activity;

     o    biological pathways, the pathways that proteins follow in carrying out
          the biological functions of cells; and

     o    the way potential drugs affect gene expression and the related
          biological pathways.

     We believe that our genomics technologies can overcome the limitations of
competing technologies currently in use and that they condense key steps in
genomics based drug discovery and development. We believe our genomics
technology and information systems platform will facilitate the development of
protein therapeutics, antibody-based drugs and small molecule targets to treat a
variety of complex diseases, including metabolic diseases, cancer, auto-immune
diseases and disorders of the central nervous system.

     Our genomics technology and information systems platform has three primary
systems (each consisting of proprietary technologies, automated processes and
related databases and bioinformatics analysis tools), each of which is fully
operational and has been commercialized:

     o    SeqCalling for gene sequencing and discovery of variations in gene
          sequences;

     o    GeneCalling, a patented technology for gene discovery and
          comprehensive gene expression analysis; and

     o    PathCalling for analyzing the function and relationships between genes
          (and the proteins these genes encode) in biological pathways.

     In addition to accelerating the discovery of new drug candidates, we are
also using our GeneCalling technology, automated process and related databases
and bioinformatics analysis tools to predict the efficacy and safety of drug
candidates currently in pharmaceutical development pipelines, and to review the
performance and side effects of drugs already being marketed. This approach,
referred to as pharmacogenomics, is aiding in the development of more effective,
safer drugs. Pharmacogenomics can also potentially be utilized to identify more
appropriate patient populations for use in clinical drug studies.

     Our SeqCalling system generates comprehensive sequence databases of
expressed genes from any species and is used to identify human genetic
variations known as Single Nucleotide Polymorphisms (SNPs). This system is also
biased towards identifying cSNPs, which are located within the coding regions of
genes. cSNPs are of increasing value in research because they are useful markers
in the identification of disease genes and genetic differences, which may
predispose a patient to disease or determine the response of a patient to a
specific drug treatment.

     We have unified our SeqCalling, GeneCalling and PathCalling technologies,
processes and databases under an operating system we refer to as GeneScape,
which tracks and analyzes data and integrates all aspects of process management,
data analysis and visualization. GeneScape is also a web-based portal that
provides simultaneous, real-time access to our technologies, processes,
databases and bioinformatics to researchers at multiple sites, allowing them to
work together on discovery and development projects. We plan to continue to
enhance and build additional technologies upon our GeneScape platform.

     Our business strategy is:

     o    to develop and maintain the leading genomics technology, information
          systems and web-based portal, in order to provide us with a unique
          opportunity to participate in the development of the next generation
          of therapeutic products for important complex diseases;

     o    to enter into collaborations in order to generate short-term revenue
          and advance our internal discovery and development efforts; and

     o    to ensure our long-term profitability by pursuing the internal
          discovery and development of protein therapeutics, antibody-based
          drugs and small molecule targets aimed at metabolic diseases, cancer,
          auto- immune diseases and disorders of the central nervous system.

     We market our genomics technologies and information to pharmaceutical,
biotechnology, agricultural and animal health companies through research
collaborations. These research collaborations involve the application of our
SeqCalling, GeneCalling and PathCalling technologies, systems and databases to
collaborative research projects, and include support services required to
characterize gene and target discoveries. These collaborations typically provide
current revenues, but also include milestone payments and royalty-based revenues
from products emerging from the drug development programs of our partners. We
currently have research collaborations with Abgenix, Inc., Biogen, Inc., COR
Therapeutics, Inc., Genentech, Inc., Glaxo-Wellcome, Inc., Hoffmann-La Roche,
Inc. and its affiliate, Roche Vitamins, Inc., and Pioneer Hi-Bred International,
Inc.


     We are also applying our suite of genomics technologies on our own behalf
to a broad portfolio of research programs that encompass drug discovery, drug
development and pharmacogenomics. We have established internal programs to
develop products to treat metabolic diseases, cancer, auto-immune diseases and
disorders of the central nervous system. During the next five years, our
objective is to analyze systematically the genetic basis of many common diseases
as well as the mechanisms of action and adverse side effects of many commonly
prescribed drugs. We are focusing our efforts on programs that address unmet
medical needs and that we believe have the potential to yield products that can
be commercialized in a relatively short time. In particular, we select human
diseases and animal models of human diseases based on their potential to yield
protein drugs, antibody drugs or novel small molecule drug targets for common
diseases that lack effective treatments or to aid rational development or
marketing of existing drugs. At each stage, we plan to reevaluate the relative
merits of continuing such programs solely through internal efforts or through
research collaborations.

     The goal of our drug development programs is to advance promising
therapeutic candidates into the clinic. We believe that we are leveraging the
entire human genome to do this more systematically than ever possible before. We
are focusing on two broad classes of therapeutics, secreted proteins and fully
human monoclonal antibodies raised against membrane-bound or secreted proteins.
In order to determine the therapeutic potential of genes encoding secreted
proteins, we have implemented high-throughput protocols for the production,
purification and testing of these proteins. We have established high-throughput
cell-based assays for characterizing the therapeutic potential of secreted
proteins. We are currently evaluating the efficacy of a number of secreted
proteins as potential human therapeutics using animal models. We are also
employing a genomics based approach for the development of monoclonal antibody
therapeutics. We have identified 750 genes that make suitable targets for
monoclonal antibody therapy, which may be associated with disease, and on which
we potentially have a good intellectual property position. These proteins will
be used to make fully human monoclonal antibodies. Antibodies are naturally
occurring proteins used by the body's immune system to combat many diseases. As
therapeutic products, antibodies have several potential advantages over other
therapies. The highly specific interaction between an antibody and its target
may, for example, reduce unwanted side effects that may occur with other
therapies. Fully human antibodies are desirable because they avoid the risk of
rejection present with mouse or partial mouse antibodies. We will be
systematically testing approximately 120 human monoclonal antibodies for
efficacy in human cell and animal models of disease.

     Our business and competitive position are dependent upon our ability to
protect our genomics technologies, gene sequences, products, information systems
and proprietary databases, software and other methods and technology. We have
filed patent applications for our proprietary methods and devices for
sequencing, gene expression analysis, for discovery of biological pathways and
for drug screening and development. As of January 27, 2000, we had approximately
140 patent applications pending covering our technologies, discoveries and
products with the United States Patent and Trademark Office, and had filed
numerous corresponding international and foreign patent applications. As of
January 27, 2000, we have been issued six patents with respect to aspects of our
technologies, discoveries and products.

     GeneScape(R), GeneCalling(R), Niagara(R), QEA(R), OGI(R), SeqCalling(TM),
PathCalling(TM), HITCALLING(TM), GeneTools(TM), CuraShop(TM), Niagara(TM),
(u)Niagara(TM), NanoNiagara(TM), CuraGen(TM), CuraMode(TM), CuraTools(TM),
CuraMap(TM), CuraSelect(TM), CuraTox(TM) and GeneScape Portal(TM), and other
trademarks of CuraGen Corporation mentioned in this prospectus are the property
of CuraGen Corporation. All other trademarks or trade names referred to in this
prospectus are the property of their respective owners.

     Our principal executive offices are located at 555 Long Wharf Drive, 11th
Floor, New Haven, Connecticut 06511. Our telephone number is (203) 401-3330. We
maintain a web site on the Internet at http://www.curagen.com. The contents of
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our web site are not a part of this prospectus.

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                                  RISK FACTORS

     Investing in our common stock is very risky. You should be able to bear a
complete loss of your investment. This prospectus, including the documents
incorporated by reference, contains forward-looking statements that involve
risks or uncertainties. Actual events or results may differ materially from
those discussed in this prospectus and in the documents incorporated by
reference. Factors that could cause or contribute to such differences include,
but are not limited to, the factors discussed below as well as those discussed
elsewhere in this prospectus and in the documents incorporated by reference.

WE ARE IN THE EARLY STAGES OF DEVELOPMENT AND COMMERCIALIZATION.

     Our technologies and databases are still in the early stages of development
and we have just begun to incorporate our technologies into commercialized
products. We, or our collaborators, may not be able to continue to successfully
develop or commercialize our technologies. In addition, we, or our
collaborators, may not discover or develop any products to improve human and
animal health and the vitality of agriculture through the utilization of our
technologies. Even if we or our collaborators develop products for commercial
use, we may not, however, be able to develop products that:

     o    meet applicable regulatory standards, in a timely manner or at all;

     o    successfully compete with other technologies and products;

     o    avoid infringing the proprietary rights of others;

     o    can be manufactured in sufficient quantities or at reasonable cost; or

     o    can be marketed successfully.

     We expect that it will be a number of years, if ever, before we recognize
revenue from the sale of products to improve human and animal health and the
vitality of agriculture.


WE HAVE A HISTORY OF OPERATING LOSSES AND EXPECT TO INCUR LOSSES IN THE FUTURE.

     We have a limited operating history and are at an early stage of
development. We have experienced operating losses since our inception and expect
these losses to continue for the next several years. We may never be profitable
or achieve significant revenues. For example, we experienced net losses of
$18,936,920 in 1998, $7,290,434 in 1997 and $606,241 in 1996. As of December 31,
1998, we had an accumulated deficit of $28,939,508. We had a net loss of
$18,279,463 for the nine months ended September 30, 1999 and an accumulated
deficit of $47,218,971 as of September 30, 1999. In order to develop our
technologies, including expanding our SeqCalling, GeneCalling and PathCalling
database development efforts, we expect to incur significant increases in our
expenses over the next several years. In addition, we expect significant
increases in expenses in connection with our internal research and product
development programs. As a result, we expect to incur operating losses at least
through 2002. Our ability to achieve significant revenues and profitability will
depend upon obtaining additional research collaborations and subscribers for our
SeqCalling, GeneCalling and PathCalling products, services and related databases
and our internal development programs. Although we currently have seven research
collaborations, we may not be able to obtain any additional research
collaborations or enter into any additional subscription arrangements for
products, services, databases or our internal development programs.


OUR TECHNOLOGIES AND PRODUCTS ARE AT AN EARLY STAGE OF DEVELOPMENT.

     We have developed and intend to continue to develop our SeqCalling,
GeneCalling and PathCalling technologies and related databases. These
technologies are used to identify novel genes, biological pathways and drug
candidates to facilitate the discovery and development of products to improve
human and animal health and the vitality of agriculture. These technologies,
however, involve new and unproven approaches. If we fail to identify such novel
genes, biological pathways and drug candidates, we could be materially adversely
affected. Our technology and development focus is primarily directed toward the
development of diagnostic drugs to treat a variety of complex human and animal
diseases as well as agronomic traits. There is limited scientific understanding
generally relating to the role of genes in these diseases and traits, and few
products based on gene discoveries have been developed and commercialized.
Accordingly, even if we were successful in identifying genes, biological
pathways or drug candidates associated with specific diseases or in identifying
genes associated with certain agronomic traits, there is no guarantee that we or
our collaborators will be able to develop or commercialize products to improve
human and animal health and the vitality of agriculture. To date, we have not
developed or commercialized any such products using our technological methods.

     In addition, the success of our SeqCalling, GeneCalling and PathCalling
products and services and the related databases will depend upon our ability to
use software tools to generate data concerning the following:

     o    gene sequences;

     o    gene variations;

     o    the level of gene activity;

     o    biological pathways; and

                                       3


     o    drug candidates.

However, because of the complexity of such data, we may not be able to detect
any design defects or software errors in our existing or future technologies,
including databases.

     Our strategy of using a systematic analysis of the genetic information
contained within a cell to discover and develop novel therapeutic, agricultural
and diagnostic products is unproven. There is little precedent for the business
represented by our SeqCalling, GeneCalling and PathCalling products and services
and related databases. Our methods, processes and related services which are
designed to aid drugs may not be accepted.

     Due to the specialized nature and price of our products and services and
related databases, there are a limited number of pharmaceutical, biotechnology
and agricultural companies that are potential customers for our products and
services. Additional reasons why there may not be a great demand for our
products and services include:

     o    our potential collaborators and subscribers may determine to conduct
          in-house gene research;

     o    our competitors may offer similar services at competitive prices;

     o    we may not be able to service satisfactorily our collaborators and
          subscribers;

     o    others may publicly disclose or patent the proprietary information
          contained in our databases (including information related to gene
          expression, biological pathways or drug candidates); and

     o    technological innovations may be discovered that are more advanced
          than those used by and available to us.

     Our SeqCalling, GeneCalling and PathCalling databases are still in the
early stages of development. We may not be able to populate our SeqCalling,
GeneCalling and PathCalling databases with information that is useful to our
collaborators and subscribers in a timely manner. Even if we complete and
develop successfully our technology and databases, such technology or databases
may not be accepted by, or useful to, our collaborators or subscribers.


WE MAY NEED TO RAISE ADDITIONAL FUNDING WHICH MAY NOT BE AVAILABLE.

     We anticipate that our existing capital resources are not sufficient to
fund our future operating plans and we will therefore need to raise significant
additional capital. We established a substantial scientific infrastructure in
order to complete the development of our technologies and to continue to add
information to our databases. We used substantial amounts of cash to establish
this infrastructure and expect our capital and operating expenses to increase
over the next several years as we expand this infrastructure and our research
and development activities. The amount of additional capital which we expect we
will need to raise will depend on many factors, including:

     o    the progress of our research programs;

     o    the number and breadth of our research programs;

     o    our ability to attract collaborators for or subscribers to our
          products and services;

     o    the achievement of the milestones under certain of our existing
          collaborations;

     o    our ability to establish and maintain additional collaborations;

     o    the progress of our collaborators;

     o    our activities relating to the commercialization rights we have
          retained in our collaborations;

     o    the costs incurred in enforcing and defending our patent claims and
          other intellectual property rights; and

     o    the costs and timing of obtaining regulatory approvals for any of our
          products to improve human and animal health and the vitality of
          agriculture.

     We expect to raise the additional capital we require through public or
private equity offerings, debt financings or additional collaborations and
licensing arrangements. Additional financing may not be available to us when we
need it, or, if available, we may not be able to obtain such financing on terms
favorable to us or our stockholders. If we raise additional capital by issuing
equity securities, such issuance will result in ownership dilution to our
stockholders. If we raise additional funds through collaborations and licensing
arrangements, we may be required to relinquish rights to certain of our
technologies or product candidates, or to grant licenses on unfavorable terms.
The relinquishing of rights or granting of licenses on unfavorable terms could
materially adversely affect our business, financial condition and results of
operations. If adequate funds are not available, our business, financial
condition and results of operations would be materially adversely affected.

                                       4


WE RELY SIGNIFICANTLY ON OUR COLLABORATIVE PARTNERS, AND OUR BUSINESS COULD BE
HARMED IF OUR COLLABORATIONS ARE TERMINATED EARLY OR IF FUNDING FROM OUR
COLLABORATORS WERE REDUCED OR TERMINATED.

     We rely on collaborators for the preclinical study and clinical development
of therapeutics and for regulatory approval, manufacturing and marketing of
products resulting from the application of our technology. We also intend to
rely on certain of our collaborators for significant funding in support of our
research efforts. It is important, then, that we enter into research
collaborations and licensing arrangements with a variety of third parties so we
can implement our strategy to develop and commercialize products for the health
of humans and animals and the vitality of agriculture based upon our
discoveries. We have entered into research collaborations with Abgenix, Inc.
("Abgenix"), COR Therapeutics, Inc. ("COR"), Glaxo-Wellcome, Inc. ("Glaxo-
Wellcome"), Hoffmann-La Roche Inc. ("Roche Pharma") and its affiliate, Roche
Vitamins, Inc. ("Roche Vitamins"), and Pioneer Hi-Bred International, Inc.
("Pioneer Hi-Bred") and research collaboration and database subscription
arrangements with Biogen, Inc. ("Biogen") and Genentech, Inc. ("Genentech"). See
"Business--Research Collaborations" for descriptions of these collaboration
arrangements.

     Our agreements with collaborators typically will allow them significant
discretion to elect whether to pursue such activities. We cannot control the
amount and timing of resources our collaborators devote to our programs or
potential products. In addition, there can be no assurance that our
collaborations will not be terminated at the time they are eligible to be
terminated by the collaborator or earlier upon a material breach by us. Any such
termination could materially adversely affect our business, financial condition
and results of operations. We may not be able to maintain or expand existing
collaborations or establish any additional research collaborations, licensing or
subscription arrangements. If any of our collaborators were to breach or
terminate its agreement with us or otherwise fail to conduct collaborative
activities successfully and in a timely manner, the preclinical or clinical
development or commercialization of product candidates or research programs
would be delayed or terminated. Any such delay or termination could materially
adversely affect our business, financial condition and results of operations.
Moreover if funding from one or more of our collaborative programs were reduced
or terminated, we would need to devote additional internal resources to product
development, scale back or terminate certain research development programs or
seek alternative collaborators. Disputes may arise in the future with respect to
the ownership of rights to any technology developed with our collaborators.
These and other possible disagreements between collaborators and us could lead
to delays in the collaborative research, development or commercialization of
certain therapeutic, agricultural or diagnostic products, or could require or
result in litigation or arbitration to resolve. Such disputes could materially
adversely affect our business, financial condition and results of operations.

     We recognize revenue under our collaborative arrangements generally on a
per employee basis for the work performed on behalf of our collaborators by our
employees, or based upon the attainment of certain benchmarks specified in the
related agreements. We are currently negotiating to restructure one of our
collaborative arrangements, and may consider restructuring other arrangements in
the future, to recognize revenue based upon work performed on a per project
basis, rather than on a per employee basis.


COMPETITION IN OUR FIELD IS INTENSE AND LIKELY TO INCREASE.

     We face, and will continue to face, intense competition from one or more of
the following entities:

     o    pharmaceutical companies;

     o    biotechnology companies;

     o    diagnostic companies;

     o    academic and research institutions; and

     o    government agencies.

     We are also subject to significant competition from organizations that are
pursuing technologies and products that are the same as or similar to our
technology and products. Many of the organizations competing with us have
greater capital resources, research and development staffs and facilities and
marketing capabilities. In addition, research in the field of genomics generally
is highly competitive. Our competitors in the genomics area include:

     o    Affymetrix, Inc.;

     o    Celera Genomics Group;

     o    Human Genome Sciences, Inc.;

     o    Incyte Pharmaceuticals, Inc.;

     o    Millennium Pharmaceuticals, Inc.;

     o    major pharmaceutical companies; and

     o    universities and other research institutions (including those
          receiving funding from the federally funded Human Genome Project).

     We believe that our future success will depend in large part on our ability
to maintain a competitive position in the genomics field. Before we recover
development expenses for our products or technologies, such products or
technologies may become obsolete as a result of technological developments by us
or others. Our products could also be made obsolete by new technologies which
are less expensive or more effective. We may

                                       5


not be able to make the enhancements to our technology necessary to compete
successfully with newly emerging technologies.

     A number of our competitors are attempting to rapidly identify and patent
genes and gene fragments sequenced at random, typically without specific
knowledge of the function of such genes or gene fragments. If our competitors
discover or characterize important genes or gene fragments before we do, it
could adversely affect any of our related disease research programs. We expect
that competition in genomics research will intensify as technical advances are
made and become more widely known.


IF OUR PATENT APPLICATIONS DO NOT RESULT IN ISSUED PATENTS, THEN OUR COMPETITORS
MAY OBTAIN RIGHTS TO COMMERCIALIZE OUR DISCOVERIES.

     Our business and competitive position are dependent upon our ability to
protect our SeqCalling, GeneCalling and PathCalling proprietary databases,
proprietary software and other proprietary methods and technology and related
discoveries. We have filed patent applications for our proprietary methods and
devices for gene expression analysis, sequencing, discovery of biological
pathways and for development. As of January 27, 2000, we had approximately 140
patent applications pending covering our technologies with the United States
Patent and Trademark Office, and had filed numerous corresponding international
and foreign patent applications. As of January 27, 2000, we have been issued six
patents with respect to aspects of our technology.

     Our commercial success also depends in part on obtaining patent protection
on genes and proteins for which we or our collaborators or subscribers discover
utility and on products, methods and services based on such discoveries. We have
applied for patent protection on novel genes and proteins, novel mutants of
known genes and their uses, partial sequences of novel proteins and their gene
sequences and uses, and novel uses for previously identified genes discovered by
third parties. We have sought and intend to continue seeking patent protection
for novel uses for genes and proteins which may have been patented by third
parties. In such cases, we would need a license from the holder of the patent
with respect to such gene or protein in order to make, use or sell such gene or
protein for such use. We may not be able to acquire such licenses on
commercially reasonable terms, if at all. Our patent application filings that
result from the identification of genes associated with the cause or effect of a
particular disease generally seek to protect the genes and the proteins encoded
by such genes. We also seek patent protection for our therapeutic, diagnostic
and drug screening methods and products.

     The patent positions of pharmaceutical, biopharmaceutical and biotechnology
companies, including us, are generally uncertain and involve complex legal and
factual questions. Our patent applications may not protect our technologies and
products because of the following reasons:

     o    there is no guarantee that any of our pending patent applications will
          result in issued patents;

     o    there is no guarantee that additional proprietary technologies
          developed by us, if any, will be patentable;

     o    there is no guarantee that any patents issued to us or our
          collaborative customers will provide a basis for commercially viable
          products;

     o    there is no guarantee that any patents issued to us or our
          collaborative customers will provide us with any competitive
          advantages;

     o    there is no guarantee that any patents issued to us or our
          collaborative customers will not be challenged or circumvented or
          invalidated by third parties; and

     o    there is no guarantee that any patents issued to others will not have
          an adverse effect on our ability to do business.

     In addition, patent law relating to the scope of claims in the technology
fields in which we operate is still evolving. The degree of future protection
for our proprietary rights is uncertain. Furthermore, there can be no assurance
that others will not independently develop similar or alternative technologies,
duplicate any of our technologies, or, if patents are issued to us, design
around the patented technologies developed by us. In addition, we could incur
substantial costs in litigation if we are required to defend ourselves in patent
suits brought by third parties or if we initiate such suits.


THE ISSUANCE OF PATENTS MAY NOT PROVIDE US WITH SUFFICIENT PROTECTION.

     We may not be able to obtain further patents for our products or methods,
or, if we are able to obtain further patents, these patents may not provide us
with substantial protection or be commercially beneficial. The issuance of a
patent is not conclusive as to its validity or enforceability, nor does it
provide the patent holder with freedom to operate without infringing the patent
rights of others. A patent could be challenged by litigation and, if the outcome
of such litigation were adverse to the patent holder, competitors could be free
to use the subject matter covered by the patent, or the patent holder may
license the technology to others in settlement of such litigation. The
invalidation of key patents owned by or licensed to us or non-approval of
pending patent applications could increase competition, and materially adversely
affect our business, financial condition and results of operations. In addition,
any application or exploitation of our technology could infringe patents or
proprietary rights of others and any licenses that we might need as a result of
such infringement might not be available to us on commercially reasonable terms,
if at all. A third party has indicated to us that it believes at some time in
the future we may be required to obtain a license in order to perform certain
processes that we use in the conduct of our business. We believe that if
required, such license would be available on commercially reasonable terms.

     We cannot predict whether our or our competitors' pending patent
applications will result in the issuance of valid patents. Litigation, which
could result in substantial cost to us, may also be necessary to enforce our
patent and proprietary rights and/or to determine the scope and validity of
others' proprietary rights. We may participate in interference proceedings that
may in the future be declared by the United States Patent and Trademark Office
to determine priority of invention, which could result in substantial cost to
us. The outcome of any such litigation or interference

                                       6


proceeding might not be favorable to us, and we might not be able to obtain
licenses to technology that we require or that, if obtainable, we could license
such technology at a reasonable cost.

     The public availability of expressed sequence tags, genomic sequence
information or other sequence information prior to the time we apply for patent
protection on a corresponding full-length or partial gene could adversely affect
our ability to obtain patent protection with respect to such gene or gene
sequences. In addition, certain other groups are attempting to rapidly identify
and characterize genes through the use of gene expression analysis and other
technologies. To the extent any patents issue to other parties on such partial
or full-length genes or uses for such genes, the risk increases that the sale of
potential products, including therapeutics, or processes developed by us or our
collaborators may give rise to claims of patent infringement. Others may have
filed and in the future are likely to file patent applications covering genes or
gene products that are similar or identical to our products. Any such patent
application may have priority over our patent applications. Any legal action
against us or our collaborators claiming damages and seeking to enjoin
commercial activities relating to the affected products and processes could, in
addition to subjecting us to potential liability for damages, require us or our
collaborators to obtain a license in order to continue to manufacture or market
the affected products and processes or could enjoin us from continuing to
manufacture or market the affected products and processes. There can be no
assurance that we or our collaborators would prevail in any such action or that
any license required under any such patent would be made available on
commercially acceptable terms, if at all. We believe that there may be
significant litigation in the industry regarding patent and other intellectual
property rights. If we become involved in such litigation, it could consume a
substantial portion of our managerial and financial resources.

     There is substantial uncertainty concerning the extent to which supportive
data will be required for issuance of patents for human therapeutics. If data
additional to that available to us is required, our ability to obtain patent
protection could be delayed or otherwise adversely affected. Although the United
States Patent and Trademark Office issued new utility guidelines in July 1995
that address the requirements for demonstrating utility for biotechnology
inventions, particularly for inventions relating to human therapeutics, there
can be no assurance that the United States Patent and Trademark Office examiners
will follow such guidelines or that the United States Patent and Trademark
Office's position will not change with respect to what is required to establish
utility for gene sequences and products and methods based on such sequences.
Furthermore, the enactment of the legislation implementing the General Agreement
on Tariffs and Trade has resulted in certain changes to United States patent
laws that became effective on June 8, 1995. Most notably, the term of patent
protection for patent applications filed on or after June 8, 1995 is no longer a
period of seventeen years from the date of grant. The new term of United States
patents will commence on the date of issuance and terminate twenty years from
the earliest filing date in the United States to which priority is claimed for
the application. Because the time from filing to issuance of biotechnology
patent applications is often more than three years, a twenty-year term from the
claimed United States priority date may result in a substantially shortened term
of patent protection, which may adversely affect our patent position. If this
change results in a shorter period of patent coverage, our business could be
adversely affected to the extent that the duration and level of the royalties we
are entitled to receive from our strategic partners is based on the existence of
a valid patent.


WE CANNOT BE CERTAIN THAT OUR SECURITY MEASURES PROTECT OUR PROPRIETARY
TECHNOLOGIES.

     We also rely upon trade secret protection for some of our confidential and
proprietary information that is not subject matter for which patent protection
is being sought. We believe that we have developed proprietary technology,
processes and information systems for use in gene expression, biological pathway
and molecular target discovery, including proprietary biological protocols,
instrumentation, robotics and automation, software and an integrated
bioinformatics system. In addition, we have developed databases of proprietary
gene expression patterns and sequencing, human genetic variations, biological
pathways and the effects of drugs on gene expression which we update on an
ongoing basis and which can be accessed over the Internet. We have taken
security measures to protect our proprietary technologies, processes,
information systems and data and continue to explore ways to enhance such
security. Such measures, however, may not provide adequate protection for our
trade secrets or other proprietary information. While we require employees,
academic collaborators and consultants to enter into confidentiality and/or non-
disclosure agreements where appropriate, any of the following could still occur:

     o    proprietary information could be disclosed;

     o    others may independently develop substantially equivalent proprietary
          information and techniques or otherwise gain access to our trade
          secrets or disclose such technology; or

     o    we may not be able to meaningfully protect our trade secrets.


WE ARE UNCERTAIN AS TO WHETHER WE WILL BE ABLE TO RETAIN COMMERCIALIZATION
RIGHTS.

     In our research collaborations, we seek to retain commercialization rights
for the development and marketing of certain products or services to improve
human and animal health and the vitality of agriculture. We may not be
successful in retaining such rights and no such pharmaceutical, agricultural or
diagnostic products or services have been developed to date by us. We may seek
to commercialize any such retained rights, as well as any products developed in
our internal development programs, directly or through collaborations with
others. The value of these rights and products, if any, will be largely derived
from our gene expression, biological pathway and drug screening efforts, the
success of which is also uncertain. Even if we identify and label relevant
disease-related genes, biological pathways and/or drug candidates, the
commercialization of retained rights and products developed internally will
require us to develop manufacturing, marketing and sales forces, all of which
will require additional capital.

     We may not be able to develop or obtain such resources. To the extent that
we are required to rely on third parties for these resources, failure to
establish and maintain such relationships could materially adversely affect our
ability to realize value from our retained commercialization rights and products
developed internally. If we seek to commercialize retained rights and products
developed internally through joint ventures or research collaborations, we may
be required to relinquish material rights on terms that may not be favorable to
us. In addition, we may not realize any value from any retained
commercialization rights and products developed internally.

                                       7


COMPLIANCE WITH GOVERNMENT REGULATION IS CRITICAL TO OUR BUSINESS.

     Prior to the marketing of any new drug developed by us or our collaborative
customers, that new drug must undergo an extensive regulatory approval process
in the United States and other countries. This regulatory process, which
includes preclinical and clinical studies, as well as post-marketing
surveillance to establish a compound's safety and efficacy, can take many years
and require the expenditure of substantial resources. Data obtained from such
studies are susceptible to varying interpretations that could delay, limit or
prevent regulatory approval. The rate of completion of clinical trials is
dependent upon, among other factors, the enrollment of patients. Patient accrual
is a function of many factors, including:

     o    the size of the patient population;

     o    the proximity of patients to clinical sites;

     o    the eligibility criteria for the study; and

     o    the existence of competitive clinical trials.

     Delays in planned patient enrollment in clinical trials may result in
increased costs, program delays or both, which could materially adversely affect
us. We may encounter delays or rejections based upon changes in United States
Food and Drug Administration policies for drug approval during the period of
product development and FDA regulatory review of each submitted new drug
application, in the case of new pharmaceutical agents, or product license
application in the case of biologics. We may also encounter similar delays in
the regulatory approval of any diagnostic product and in obtaining regulatory
approvals in foreign countries. Under current guidelines, proposals to conduct
clinical research involving gene therapy at institutions supported by the
National Institutes of Health must be approved by the Recombinant DNA Advisory
Committee and the National Institutes of Health. We may not be able to obtain
regulatory approval for any drugs or diagnostic products developed by us or our
collaborative customers. Furthermore, regulatory approval may impose limitations
on the indicated use of a drug. Because certain of the products likely to result
from our disease research programs involve the application of new technologies
and may be based upon a new therapeutic approach, such products may be subject
to substantial additional review by various government regulatory authorities
and, as a result, regulatory approvals may be obtained more slowly than for
products using more conventional technologies.

     Even if we obtain regulatory approval for and market a product, such
product and its manufacturer are subject to continuing review. We may be
adversely affected by the discovery of previously unknown problems with a
product, including withdrawal of the product from the market. We could incur
various adverse consequences as a result of any of the following events:

     o    violations of regulatory requirements at any stage, including
          preclinical studies and clinical trials, the approval process or post-
          approval;

     o    the FDA's delay in approval or refusal to approve a product;

     o    withdrawal of an approved product from the market; or

     o    the imposition of criminal penalties against the manufacturer and new
          drug application or product license application holder.

     We have not submitted an investigational new drug application for any
product candidate of ours, and no product candidate has been approved for
commercialization in the United States or elsewhere. With respect to our
internal discovery and drug programs, we may rely on our collaborators to file
investigational new drug applications and generally direct the regulatory
approval process. We or any of our collaborators may not be able to conduct
clinical testing or obtain the necessary approvals from the FDA or other
regulatory authorities for any products. Failure by us to obtain required
governmental approvals will delay or preclude our collaborators from marketing
drugs or diagnostic products developed by us or limit the commercial use of such
products and could have a material adverse effect on our business, financial
condition and results of operations.

     Our research and development activities involve the controlled use of
hazardous materials and chemicals. We are subject to federal, state and local
laws and regulations governing the use, storage, handling and disposal of such
materials and certain waste products. Although we believe that our safety
procedures for handling and disposing of such materials comply with the
standards prescribed by federal, state and local laws and regulations, the risk
of accidental contamination or injury from these materials cannot be completely
eliminated. In the event of such an accident, we could be held liable for any
damages that result and any liability could exceed our resources.


WE DEPEND ON ATTRACTING AND RETAINING KEY EMPLOYEES.

     We are highly dependent on the principal members of our management and
scientific staff, including Dr. Jonathan M. Rothberg, our Chief Executive
Officer, President and Chairman of the Board. The loss of services of any of
these personnel could materially adversely affect our business, financial
condition and results of operations. We have not entered into employment
agreements with any of the principal members of our management or scientific
staff that bind any of them to a specific term of employment. We maintain key
person life insurance on the life of Dr. Rothberg in the amount of $2,000,000.
Our future success also will depend in part on the continued services of our key
scientific and management personnel and our ability to attract, hire and retain
additional personnel. There is intense competition for such qualified personnel
and there can be no assurance that we will be able to continue to attract and
retain such personnel. Failure to attract and retain key personnel could
materially adversely affect our business, financial condition and results of
operations.

                                       8


OUR RECENT SIGNIFICANT EXPANSION COULD MATERIALLY ADVERSELY AFFECT US.

     We have recently experienced significant growth in the following:

     o    the number of our employees;

     o    the extent of our genomics efforts;

     o    the extent of our database development;

     o    our internal discovery and development efforts;

     o    our collaborations; and

     o    the scope of our operations.

     This growth has placed, and may continue to place, a significant strain on
our management and operations. Our ability to manage effectively such growth
will depend upon our ability to strengthen our management team and our ability
to attract and retain skilled employees. Our success will also depend on the
ability of our officers and key employees to continue to implement and improve
our operational, management information and financial control systems and to
expand, train and manage our work force. In addition, we must continue to take
steps to provide resources to support our collaborative customers and
subscribers as their numbers increase. Our inability to manage our growth
effectively could materially adversely affect our business, financial condition
and results of operations.


WE ARE DEPENDENT UPON LICENSED TECHNOLOGIES.

     We have acquired or licensed certain components of our technologies from
third parties. Changes in such third party agreements, or termination thereof,
could materially adversely affect our research and development activities. We
may not be able to acquire from third parties or develop new technologies,
either alone or with others. Failure to license or otherwise acquire necessary
technologies could materially adversely affect our business, financial condition
and results of operations. In addition, certain of such licenses impose an
obligation on us to market the licensed technology to third parties. A breach by
us of any such license or other failure by us to maintain rights to such
technology could have a material adverse effect on our business, financial
condition and results of operations.


THE GOVERNMENT HAS CERTAIN RIGHTS TO FUNDED TECHNOLOGIES.

    Under existing government grants and agreements, the government has a
statutory right to practice or have practiced and, under certain circumstances
(including inaction on our part or our licensees to achieve practical
application of the invention or a need to alleviate public health or safety
concerns not reasonably satisfied by us or our licensees), to grant to other
parties licenses under, any inventions first reduced to practice under the
government grants and agreements.


WE ARE DEPENDENT ON ACADEMIC COLLABORATORS AND SCIENTIFIC ADVISORS.

     We have relationships with collaborators and consultants at academic and
other institutions who conduct research at our request. Such collaborators and
consultants are not our employees. Substantially all of our collaborators and
consultants are employed by employers other than us and may have commitments to,
or consulting or advisory contracts with, other entities that may limit their
availability to us. As a result, we have limited control over their activities
and, except as otherwise required by our collaboration and consulting
agreements, can expect only limited amounts of their time to be dedicated to our
activities. Our ability to discover genes and biological pathways involved in
human disease and commercialize products based on those discoveries may depend
in part on continued collaborations with researchers at academic and other
institutions. We may not be able to negotiate additional acceptable
collaborations with collaborators or consultants at academic and other
institutions.

     Our academic collaborators, consultants and scientific advisors may have
relationships with other commercial entities, some of which could compete with
us. Our academic collaborators, consultants and scientific advisors sign
agreements which provide for confidentiality of our proprietary information and
of the results of studies. We may not be able to maintain the confidentiality of
our technology and other confidential information in connection with every
academic collaboration or advisory arrangement, and any unauthorized
dissemination of our confidential information could materially adversely affect
our business, financial condition and results of operations. Further, any such
collaborator, consultant or advisor may enter into an employment agreement or
consulting arrangement with one of our competitors.


THE SALE OF OUR PRODUCTS AND SERVICES INVOLVES A LENGTHY SALES CYCLE.

     Our ability to obtain collaborators and subscribers for our products and
services depends in significant part upon the perception that such products and
services can help accelerate drug discovery and development efforts. The sales
cycle is typically lengthy due to the education effort that is required as well
as the need to effectively sell the benefits of our products and services to a
variety of constituencies within potential collaborators and subscribers,
including research and development personnel and key management. In addition,
each subscription and collaboration will involve

                                       9


the negotiation of agreements containing terms that may be unique to each
subscriber or collaborator. If we decide to seek collaborators to assist us in
our discovery and development programs, the education, sales and negotiation
efforts related to any such collaborations may lengthen the sales cycle of our
products. We may expend substantial funds and management effort with no
assurance that a database subscription or a collaboration will result.


OUR QUARTERLY OPERATING RESULTS HAVE FLUCTUATED GREATLY.

     Our results of operations historically have fluctuated on a quarterly basis
and can be expected to continue to be subject to quarterly fluctuations. We
expect that losses will fluctuate from quarter to quarter and that such
fluctuations may be substantial. Quarterly operating results can fluctuate as a
result of a number of factors, including the following:

     o    the level of investment in our discovery and development programs and
          related databases;

     o    the commencement, delay, cancellation or completion of contracts;

     o    the timing of option, license and milestone payments under our
          agreements;

     o    the mix of services provided by us;

     o    the timing of start-up expenses for new services and facilities; and

     o    the timing and integration of acquisitions and changes in regulations
          related to our products and services.

     We believe that quarterly comparisons of our financial results are not
necessarily meaningful and should not be relied upon as an indication of future
performance. In addition, fluctuations in quarterly results could affect the
market price of our common stock in a manner unrelated to our long-term
operating performance.


THERE ARE RISKS ASSOCIATED WITH COMMERCIALIZING PHARMACEUTICAL PRODUCTS.

     Although we are not in clinical trials with our own pharmaceutical
products, any such products we develop in the future will require significant
research and development and preclinical testing, and will require extensive
clinical testing prior to submission of any regulatory application for
commercial use. Such activities, if undertaken without the collaboration of
others, would require the expenditure of significant funds. Such potential
pharmaceutical products will be subject to the risks of failure inherent in the
development of pharmaceutical products based on new technologies. These risks
include the possibility that:

     o    the products will be found to be unsafe or ineffective or otherwise
          fail to receive necessary regulatory clearances;

     o    the products, if safe and effective, will be difficult to manufacture
          on a large scale or be uneconomical to market;

     o    proprietary rights of third parties will preclude us or our partners
          from marketing such products; or

     o    third parties will market superior or equivalent products.

     As a result of such possibilities, we may not be able to develop through
our research and development activities any commercially viable products.
Clinical trials or marketing of any such potential pharmaceutical products may
expose us to liability claims from the use of such pharmaceutical products. We
may not be able to obtain product liability insurance or maintain sufficient
coverage at a reasonable cost. In addition, should we choose to develop
pharmaceutical products internally, we will have to make significant investments
in pharmaceutical product development, marketing, sales and regulatory
compliance resources, and we will have to establish or contract for the
manufacture of products under the Good Manufacturing Practices of the FDA. We
cannot assure you that we will be able to develop or commercialize successfully
any potential pharmaceutical products. Any potential products developed by our
licensees will be subject to the same risks.


THE UNCERTAINTY ASSOCIATED WITH PHARMACEUTICAL PRICING, REIMBURSEMENT AND
RELATED MATTERS MAY ADVERSELY AFFECT OUR BUSINESS.

     The continuing efforts of government and third party payors to contain or
reduce the costs of health care through various means may materially adversely
affect our business, financial condition and results of operations. In certain
foreign markets, pricing and profitability of prescription pharmaceuticals are
subject to government control. In the United States, we expect that there will
continue to be a number of federal and state proposals to implement similar
government control. In addition, increasing emphasis on managed care in the
United States will continue to put pressure on the pricing of pharmaceutical and
diagnostic products. Cost control initiatives could decrease the price that we
or any of our subscribers and collaborators receive for any products in the
future and may have a material adverse effect on our business, financial
condition and results of operations. Further, to the extent that cost control
initiatives have a material adverse effect on our subscribers or collaborators,
our ability to commercialize our products and to realize royalties could be
adversely affected.

     Our ability and the ability of any of our subscribers or collaborative
customers to commercialize pharmaceutical or diagnostic products may depend in
part on the extent to which reimbursement for the products will be available
from government and health administration authorities, private health insurers
and other third party payors. Significant uncertainty exists as to the
reimbursement status of newly approved health care products.

                                       10


Third party payors, including Medicare, increasingly are challenging the prices
charged for medical products and services. Government and other third party
payors are increasingly attempting to contain health care costs by limiting both
coverage and the level of reimbursement for new pharmaceutical or diagnostic
products and by refusing in some cases to provide coverage for uses of approved
products for disease indications for which the FDA has not granted labeling
approval. Third party insurance coverage might not be available to patients for
any products discovered and developed by us or our subscribers or collaborators.
If adequate coverage and reimbursement levels are not provided by government and
other third party payors for our products, the market acceptance of these
products may be reduced. Any such reduction may have a material adverse effect
on our business, financial condition, results of operations and cash flows.


OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE.

     The market price of our common stock since our initial public offering in
March 1998 has been volatile. This volatility has been caused, and will in the
future continue to be caused, by the following factors, some of which are beyond
our control:

     o    announcements of our results of research activities;

     o    our own publications;

     o    quarterly variations in our operating results;

     o    new collaborative agreements;

     o    technological innovations by ourselves and our competitors;

     o    announcements of new commercial products and initiatives by us,
          collaborative partners or competitors;

     o    changes in government regulation or new regulatory actions;

     o    changes in patent laws;

     o    developments concerning proprietary rights;

     o    developments in litigation initiated by or against us; and

     o    fluctuations in the stock market price and volume of traded shares
          generally, especially fluctuations in the traditionally volatile
          technology and biotechnology sectors.


OUR BUSINESS COULD BE AFFECTED BY YEAR 2000 COMPUTER PROBLEMS.

     The "Year 2000 Problem" arose because many existing computer programs use
only the last two digits to refer to a year. Therefore, these computer programs
may recognize a year ending in "00" as the Year 1900 rather than the Year 2000,
which could result in a significant disruption of operations and an inability to
process certain transactions. Early in 1998, we assessed our internal computer
systems and our non-information technology systems and determined that, because
our computer applications use four digits to identify a year in the field date,
we were internally compliant with Year 2000 requirements. With respect to
material non-information technology systems, we determined that substantially
all of these systems were provided by third parties. We developed a strategic
plan to estimate the potential risks related to third parties with which we have
significant relationships and concluded that Year 2000 issues would not
materially affect the continuation of our normal daily operations. To date, our
operations have suffered no significant disruption from Year 2000 problems. We
incurred no material historical costs relating to Year 2000 compliance, and we
have not incurred any material costs in resolving the Year 2000 problems of
third parties with whom we interact. We intend, however, to continue monitoring
our internal computer systems and those of third parties for Year 2000 problems.
Year 2000 problems that are as yet undiscovered may arise in the future and
could have a significant impact on our operations.

WE HAVE A LARGE AMOUNT OF OUTSTANDING INDEBTEDNESS.

     Our long-term debt is approximately $158,300,000 ($150 million of which is
due to our recent sale of subordinated convertible debentures and approximately
$8.3 million of which consists of capitalized leases). As a result of our large
amount of indebtedness:

     o    our interest expense and related debt service costs are high;

     o    we may have difficulty obtaining additional financing; and

     o    our ability to react quickly in an unfavorable economic climate is
          constrained.

     Currently, we are not generating sufficient cash flow from operations to
satisfy our annual debt service payments. This may require us to use a portion
of the proceeds of the offering from the subordinated convertible securities to
pay interest or borrow additional funds or sell additional equity to meet our
debt service obligations. If we are unable to satisfy our debt service
requirements, substantial liquidity problems could result, which would
negatively impact our future prospects.

                                       11


WE HAVE A SUBSTANTIAL NUMBER OF SHARES OF COMMON STOCK THAT MAY BE SOLD, WHICH
COULD AFFECT THE TRADING PRICE OF OUR COMMON STOCK.

     We have a substantial number of shares of common stock subject to stock
options and warrants and debentures which may be converted into shares of common
stock. We cannot predict the effect, if any, that future sales of shares of
common stock or the availability of shares of common stock for future sale, will
have on the market price of our common stock. Sales of substantial amounts of
common stock (including shares issued upon the exercise of stock options or
warrants or the conversion of the debentures), or the perception that such sales
could occur, may adversely affect prevailing market prices for our common stock.

                                       12


                           FORWARD-LOOKING STATEMENTS

  This prospectus and the documents incorporated by reference herein contain
forward-looking statements. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expects,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of such terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Risk Factors" that may cause our or
our industry's actual results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. Before deciding to
purchase our common stock you should carefully consider the risks described in
the "Risk Factors" section, in additional to the other information set forth in
this prospectus and the documents incorporated by reference herein.

  Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements. We
are under no duty to update any of the forward-looking statements after the date
of this prospectus to conform such statement to actual results.


                                 USE OF PROCEEDS

     All net proceeds from the sale of our common stock will go to the selling
stockholders who offer and sell their shares. Accordingly, we will not receive
any proceeds from the selling stockholders' sale of their common stock.

                                       13


                              SELLING STOCKHOLDERS

     The following table lists the selling stockholders and other information
regarding the beneficial ownership of the common stock by each of the selling
stockholders as of January 15, 2000. The information provided in the table below
has been obtained from the selling stockholders. The selling stockholders may
sell all, some or none of their shares in this offering. See "Plan of
Distribution."




                               Number of Shares Owned Prior to                         Shares Beneficially
Names                                   Offering(1)               Maximum Number     Owned After Offering(2)
of Selling                     -------------------------------   Of Shares Being    --------------------------
Stockholders                     Number              Percent        Offered           Number        Percent
- --------------------------     ---------           -----------   ---------------    ---------     ------------
                                                                                    
Transamerica Business             21,111              *              21,111                 0        *
 Credit Corporation (3)

Casdin Life Sciences             153,583              *              25,597           127,986        *
 Partners L.P.(4)

Biogen, Inc. (5)               1,145,804              6.6%          611,022           534,782        3.1%
Genentech, Inc. (5)            1,719,585              9.9%          977,636           741,949        4.3%
Quantum Industrial             2,117,782              12.2%         341,297         1,776,485        10.2%
 Partners LDC (6)

- -----
* Less than one percent of the outstanding shares of common stock.

 (1) The number of shares of common stock issued and outstanding on January 15,
 2000 was 17,421,760. The calculation of number of shares owned and percentage
 ownership for each listed selling stockholder is based upon the number of
 shares of common stock issued and outstanding at January 15, 2000, plus the
 shares of common stock issuable upon exercise of currently exercisable warrants
 or the conversion of currently convertible non-voting common stock held by such
 selling stockholder.

 (2) Assumes that all of the shares held by the selling stockholders and being
 offered under this prospectus are sold, that the shares are sold to
 unaffiliated third parties and that the selling stockholders acquire no
 additional shares of common stock before the completion of this offering.

 (3) The 21,111 shares of common stock which may be sold by Transamerica
 Business Credit Corporation are issuable upon exercise of warrants issued in
 connection with lease arrangements between Transamerica and us.

 (4) The 25,597 shares of common stock which may be sold by Casdin Life Sciences
 Partners, L.P. are issuable upon exercise of a warrant purchased from us in a
 private placement.

 (5) The 611,022 shares of common stock which may be sold by Biogen, Inc. and
 the 977,636 shares of common stock which may be sold by Genentech, Inc. have
 been or will be issued by us to each of Biogen and Genentech, respectively, in
 repayment of the entire outstanding balance of loans made by each of them in
 the aggregate amount of $26 million. The shares of common stock which may be
 sold by Genentech are issuable by us on conversion by Genentech of an
 equivalent number of convertible non-voting common shares issued to Genentech
 in repayment of the loan amount.

 (6) The 341,297 shares of common stock which may be sold by Quantum Industrial
 Partners LDC are issuable upon exercise of a warrant purchased from us in a
 private placement.

                                       14


                              PLAN OF DISTRIBUTION

     We are registering the shares on behalf of the selling stockholders.
"Selling stockholders", as used in this prospectus, includes donees, pledgees
and distributees selling shares received from a named selling stockholder after
the date of this prospectus. The selling stockholders may offer their shares at
various times in one or more of the following transactions, or in other kinds of
transactions:

     o    transactions on the Nasdaq National Market;

     o    in private transactions other than through the Nasdaq National Market;

     o    in connection with short sales of the shares;

     o    by pledge to secure debts and other obligations;

     o    in connection with the writing of non-traded and exchange-traded call
          options, in hedge transactions and in settlement of other transactions
          in standardized or over-the-counter options; or

     o    in a combination of any of the above transactions.

     The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

     The selling stockholders may use broker-dealers to sell their shares. If
this happens, broker-dealers will either receive discounts or commissions from
the selling stockholders, or they will receive commissions from purchasers of
shares for whom they acted as agents.

     Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of that Rule.


                                  LEGAL MATTERS

     Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston,
Massachusetts, has delivered its opinion that the shares of common stock offered
in this prospectus have been validly issued and are fully paid and non-
assessable. Mintz Levin owns an aggregate of 17,073 shares of common stock and a
warrant to purchase 3,000 shares of common stock. Attorneys of Mintz Levin and
certain members of their families and trusts for their own benefit own an
aggregate of approximately 25,346 shares of common stock and a warrant to
purchase 12,000 shares of common stock.


                                     EXPERTS

     Our financial statements incorporated in this Prospectus by reference from
our Annual Report on Form 10-K for the year ended December 31, 1998 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.


                       WHERE YOU CAN FIND MORE INFORMATION

     We are a public company and file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference room. Our SEC filings are also available
to the public at the SEC's web site at "http://www.sec.gov." In addition, you
can read and copy our SEC filings at the office of the National Association of
Securities Dealers, Inc. at 1735 K Street, Washington, DC, 20006.

     This prospectus is only part of a Registration Statement on Form S-3 that
we have filed with the SEC under the Securities Act and therefore omits certain
information contained in the Registration Statement. We have also filed exhibits
and schedules with the Registration Statement that are excluded from this
prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or other
document. You may inspect a copy of the Registration Statement, including the
exhibits and schedules, without charge at the public reference room, or obtain a
copy from the SEC upon payment of the fees prescribed by the SEC.

                                       15


                     INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with it,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to
be part of this prospectus and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934. The
documents we are incorporating by reference are:

          Annual Report on Form 10-K for the year ended December 31, 1999 filed
          on March 7, 2000;
          Definitive Proxy Statement filed on April 14, 1999;
          Current Report on Form 8-K, filed on January 28, 2000;
          Current Report on Form 8-K, filed on February 15, 2000;
          Current Report on Form 8-K, filed on March 2, 2000; and
          The description of the common stock contained in our Registration
          Statement on Form S-1 filed with the SEC on October 16, 1997,
          including any amendments or reports filed for the purpose of updating
          such description.

                                       16


================================================================================

You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell and
seeking offers to buy Shares of our common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of March 7, 2000. You should not assume that this prospectus is
accurate as of any other date.


                               TABLE OF CONTENTS


                                                                           Page
                                                                           ----
CuraGen's Business.................................................          1
Risk Factors.......................................................          3
Forward-Looking Statements.........................................         13
Use of Proceeds....................................................         13
Selling Stockholders...............................................         14
Plan of Distribution...............................................         15
Legal Matters......................................................         15
Experts............................................................         15
Where You Can Find More Information................................         15
Incorporation of Documents by Reference............................         16

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                                1,976,663 SHARES


                               CURAGEN CORPORATION


                                  COMMON STOCK
                           ($.01 PAR VALUE PER SHARE)




                                ----------------
                                   PROSPECTUS
                                ----------------






                                  March 7, 2000

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