S-8

As filed with the Securities and Exchange Commission on March 14, 2008

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CURIS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	04-3505116
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

45 Moulton Street

Cambridge, Massachusetts 02138

(Address of principal executive offices) (zip code)

CURIS, INC. 2000 STOCK INCENTIVE PLAN

(Full title of the plan)

Daniel R. Passeri

President and Chief Executive Officer

45 Moulton Street

Cambridge, Massachusetts 02138

(Name and address of agent for service)

617-503-6500

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, $0.01 par value per share	1,000,000 shares	$1.14	$1,140,000	$45.00

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the registrant’s common stock as reported on the NASDAQ Global Market on March 12, 2008.

Statement of Incorporation by Reference

This registration statement on Form S-8 is filed to register the offer and sale of an additional 1,000,000 shares of the registrant’s common stock, $0.01 par value per share, to be issued under the Curis, Inc. 2000 Stock Incentive Plan. This registration statement incorporates by reference (i) the registrant’s registration statement on Form S-8 (File No. 333-42598), as filed with the Securities and Exchange Commission (the “Commission”) on July 31, 2000, (ii) the registrant’s registration statement on Form S-8 (File No. 333-124265), as filed with the Commission on April 22, 2005, (iii) the registrant’s registration statement on Form S-8 (File No. 333-137348), as filed with the Commission on September 15, 2006 and (iv) the registrant’s registration statement on Form S-8 (File No. 333-141175), as filed with the Commission on March 9, 2007.

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 14^th day of March, 2008.

CURIS, INC.
By:	/s/ DANIEL R. PASSERI
	Daniel R. Passeri
	President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Curis, Inc., hereby severally constitute and appoint Daniel R. Passeri and Michael P. Gray, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Curis, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DANIEL R. PASSERI	President, Chief Executive Officer and Director	March 14, 2008
Daniel R. Passeri	(Principal Executive Officer)
/s/ MICHAEL P. GRAY	Chief Operating Officer and Chief Financial Officer	March 14, 2008
Michael P. Gray	(Principal Financial and Accounting Officer)
/s/ JAMES R. MCNAB, JR.	Chairman of the Board of Directors	March 14, 2008
James R. McNab, Jr.
/s/ SUSAN B. BAYH	Director	March 14, 2008
Susan B. Bayh
/s/ STEPHEN K. CARTER	Director	March 14, 2008
Stephen K. Carter

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Signature	Title	Date
/s/ JOSEPH M. DAVIE	Director	March 14, 2008
Joseph M. Davie
/s/ MARTYN D. GREENACRE	Director	March 14, 2008
Martyn D. Greenacre
/s/ KENNETH I. KAITIN	Director	March 14, 2008
Kenneth I. Kaitin
/s/ JAMES R. TOBIN	Director	March 14, 2008
James R. Tobin

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EXHIBIT INDEX

Number	Description
4.1(1)	Restated Certificate of Incorporation of the registrant, as amended to date.
4.2(2)	Amended and Restated By-Laws of the registrant, as amended by Amendment to Amended and Restated By-Laws
5.1	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the registrant.
23.1	Consent of Wilmer Cutler Pickering Hale and Dorr LLP, included in Exhibit 5.1.
23.2	Consent of PricewaterhouseCoopers LLP.
24.1	Power of attorney, included on the signature page to this registration statement.

(1) Incorporated by reference to Exhibit 3.3 to the registrant’s joint proxy statement-prospectus on Form S-4/A filed June 19, 2000 (File No. 333-32446).

(2) Incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-1 filed November 29, 2000 (File No. 333-50906), and to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed September 24, 2007 (File No. 000-30347).

EX-5.1

Exhibit 5.1

March 14, 2008

Curis, Inc.

45 Moulton Street

Cambridge, MA 02138

Re: 2000 Stock Incentive Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 1,000,000 shares of common stock, $0.01 par value per share (the “Shares”), of Curis, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2000 Stock Incentive Plan (the “Plan”).

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

WILMER CUTLER PICKERING HALE AND DORR LLP
By:	/S/ PHILIP P. ROSSETTI
	Philip P. Rossetti, a Partner

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 14, 2008 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Curis, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.

/S/ PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts

March 14, 2008