8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2004

CuraGen Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-23223	06-1331400
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

555 Long Wharf Drive, 11th Floor New Haven, Connecticut	06511
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 401-3330

Item 7. Financial Statements and Exhibits.

(c) The following exhibit is furnished with this report:

Exhibit Number	Description
99.1	Press release of Registrant dated March 16, 2004.

Item 9. Regulation FD.

The information in this Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

On March 16, 2004, CuraGen Corporation (the “Registrant”) publicly disseminated a press release announcing the sale of an additional $10 million aggregate principal amount of convertible subordinated notes due 2011, bearing an interest rate of 4.0%, to certain initial purchasers. With the exercise of this option, the Registrant has sold a total of $110 million aggregate principal amount of notes bearing an interest rate of 4.0%. The notes will be convertible into 103.2429 shares of the Registrant’s common stock for each $1,000 of principal amount of notes representing a conversion price of $9.69 per share of common stock, subject to adjustment in certain circumstances.

The press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in its entirety.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CURAGEN CORPORATION (Registrant)
Date: March 17, 2004	By:	/s/ Elizabeth A. Whayland
	Name:	Elizabeth A. Whayland
	Title:	Vice President of Finance and Corporate Secretary

EXHIBIT INDEX

The following exhibit is furnished with this report:

Exhibit Number	Description
99.1	Press Release dated March 16, 2004.

EX-99.1

Exhibit 99.1

Contact:

Fred Aslan, M.D.

Director of Corporate Strategy and Investor Relations

faslan@curagen.com

1-888-GENOMICS

FOR IMMEDIATE RELEASE

CuraGen Adds $10 Million to $100 Million Convertible Subordinated Note

Offering

NEW HAVEN, Conn. - March 16, 2004 - CuraGen Corporation (Nasdaq: CRGN) today announced that it has issued an additional $10 million of convertible subordinated notes that were granted in a 30-day option to the initial purchaser of the notes to cover over-allotments. With the exercise of this option, CuraGen has sold a total of $110 million aggregate principal amount of notes bearing an interest rate of 4.00%.

The notes, due in 2011, will be convertible into 103.2429 shares of the Company’s common stock for each $1,000 of principal amount of notes representing a conversion price of $9.69 per share of common stock, subject to adjustment in certain circumstances.

As previously stated, CuraGen intends to use a portion of the net proceeds of this offering to repay its existing debt. Depending on market and other conditions, from time to time, the Company may repurchase a portion of its outstanding 6.00% Convertible Subordinated Debentures due in 2007 in open market purchases, in privately negotiated transactions, or otherwise. In addition, the Company also may use net proceeds for working capital, general corporate purposes and potentially for future acquisitions of complementary businesses or technologies.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. The offering is being made only to qualified institutional buyers. Any offers of the securities will be made only by means of a confidential offering memorandum. The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.