UNITED STATES
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): October 20, 2008

Maxygen, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28401	77-0449487
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

515 Galveston Drive
Redwood City, CA 94063
(Address of principal executive offices)

(650) 298-5300
(Registrant’s telephone number, including area code)

Not Applicable.
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05 Costs Associated with Exit or Disposal Activities.

     On October 20, 2008, the Board of Directors of Maxygen, Inc. (the “Company”) approved a restructuring plan that will result in the reduction of approximately 30% of the Company’s workforce. Employees directly affected by the restructuring plan have received notification and will be provided with severance payments and outplacement assistance. The decision to restructure the Company’s operations was based primarily on the Company’s decision to reduce spending on its MAXY-G34 program and to preserve cash while it pursues a revised corporate strategy.

     As a result of this restructuring plan, the Company expects to record restructuring charges of approximately $2.0 million, primarily in the fourth quarter of 2008. The restructuring charges are primarily associated with one-time termination benefits, the majority of which will be paid out during the first quarter of 2009. The Company expects to complete the activities related to this restructuring plan by April 2009.

     The costs that the Company expects to incur in connection with the restructuring plan are subject to a number of assumptions, and actual results may materially differ. The Company may also incur other material charges not currently contemplated due to events that may occur as a result of, or associated with, the restructuring plan.

Item 8.01 Other Events.

     On October 22, 2008, the Company issued a press release regarding the matters described in Item 2.05 of this Form 8-K. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.		Description
	99.1	Press release, dated October 22, 2008.

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.

	Maxygen, Inc.
Date: October 22, 2008	By:	/s/ Lawrence W. Briscoe
		Lawrence W. Briscoe
		Chief Financial Officer and Senior Vice President