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): July 13, 2007

OSCIENT PHARMACEUTICALS CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	0-10824	04-2297484
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1000 Winter Street, Suite 2200

Waltham, Massachusetts 02451

(Address of principal executive offices, including zip code)

(781) 398-2300

(Registrant’s telephone number, including area code)

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):

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

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

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

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

ITEM 8.01. OTHER EVENTS.

On July 13, 2007, Oscient Pharmaceuticals Corporation (“Oscient”) issued a press release announcing its preliminary financial results for the second quarter ended June 30, 2007. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The press release contains forward-looking statements regarding Oscient and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for 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, or the Exchange Act, regardless of any general incorporation language in such filing.

A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1   Press Release issued by Oscient Pharmaceuticals Corporation on July 13, 2007.

SIGNATURE

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.

OSCIENT PHARMACEUTICALS CORPORATION
By:	/s/ Philippe Maitre
	Name: Philippe Maitre Title: Senior Vice President and Chief Financial           Officer

Date: July 13, 2007

EX-99.1

Exhibit 99.1

Investor Relations:

Christopher Taylor

781-398-2466

Media Relations:

Sarah Emond

781-398-2544

For Immediate Release

Oscient Pharmaceuticals Provides Preliminary Revenue Results for the Second Quarter of 2007

—Total revenues increase more than 200% over Q2 2006 reflecting ANTARA^® acquisition—

Waltham, Mass., July 13, 2007 – Oscient Pharmaceuticals Corporation (Nasdaq: OSCI) today announced preliminary revenue results for the second quarter of 2007. The Company expects to record total revenues of approximately $15 – $16 million in the second quarter of 2007, compared to $4.6 million in total revenues in the second quarter of 2006, prior to the acquisition of ANTARA^® (fenofibrate) capsules in August 2006. During the second quarter of 2007, the Company expects to record approximately $14 million in revenue from ANTARA and approximately $1.5 million in revenues from FACTIVE^® (gemifloxacin mesylate) tablets.

Management noted that during the second quarter, the Company completed an exchange of convertible debt and raised approximately $41 million in net proceeds through the sale of new convertible notes. Related to the exchange, the Company expects to record a one-time, non-cash gain of approximately $30 million in the second quarter due to the extinguishment of outstanding existing notes. Over future periods, the majority of this gain will be offset by non-cash charges corresponding to the amortization of the discount at which the notes were sold. The Company expects its total cash, including restricted cash and cash equivalents, as of June 30, 2007, to be approximately $70 million. Excluding proceeds from the convertible debt transaction, the Company’s cash position decreased by approximately $10.5 million during the second quarter.

During the second quarter of 2007, more than 123,000 prescriptions for ANTARA were filled, representing a 4% increase in dispensed prescriptions compared to the first quarter of 2007. During the second quarter, prescriptions for branded fenofibrates grew by 2% over the first quarter of 2007. The four-week rolling average for ANTARA weekly prescriptions has increased 19% from 8,150 at the time Oscient acquired ANTARA in August 2006, to more than 9,730 at the end of the second quarter of 2007. During this same time period, the four-week rolling average for branded fenofibrate products grew by 7%.

In the second quarter of 2007, approximately 46,000 prescriptions for FACTIVE were dispensed, compared to 99,000 prescriptions dispensed during the first quarter of 2007, reflecting seasonal trends and an increased promotional focus on ANTARA.

The Company plans to announce financial results for the second quarter of 2007 and host a conference call with investors in early August.

About Oscient Pharmaceuticals

Oscient Pharmaceuticals Corporation is a commercial-stage biopharmaceutical company marketing two FDA-approved products with its national primary care sales force. ANTARA^® (fenofibrate) capsules is indicated for the adjunct treatment

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Q207 Preliminary Results

July 13, 2007

Page 2 of 2

of hypercholesterolemia (high blood cholesterol) and hypertriglyceridemia (high triglycerides) in combination with diet. FACTIVE^® (gemifloxacin mesylate) tablets is an antibiotic approved for the treatment of acute bacterial exacerbations of chronic bronchitis and community-acquired pneumonia of mild to moderate severity. Oscient also has a novel, late-stage antibiotic candidate, Ramoplanin, under investigation for the treatment of Clostridium difficile-associated disease (CDAD).

For important information regarding the safety and use of ANTARA and FACTIVE, please see the full prescribing information available at www.antararx.com and www.factive.com.

Forward-Looking Statement

This news release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements with regard to (i) preliminary 2007 second quarter financial results, (ii) the Company’s cash balance as of June 30, 2007, and (iii) the relative contribution to revenue of the Company’s products. Forward-looking statements represent our management’s judgment regarding future events. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. We do not plan to update these forward-looking statements. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of risks affecting our business. These risks include, but are not limited to (a) our ability to successfully commercialize and market ANTARA or FACTIVE due to: the limitations on our resources and experience in the commercialization of products; lack of acceptance by physicians, patients and third party payors; unanticipated safety, product liability, efficacy, or other regulatory issues; delays in recruiting and training sales personnel; problems relating to manufacturing or supply; delays in the supply of products by the third party manufacturers and suppliers on which we rely; inadequate distribution of the products by wholesalers, pharmacies, hospitals and other customers; and competition from other products; (b) the delay in or inability to obtain additional regulatory approvals of our products and product candidates due to negative, inconclusive or insufficient results in ongoing or future clinical trials, the FDA requiring additional information or data, delays in the progress of ongoing clinical trials, safety concerns arising with respect to our products or product candidates and disputes with the third parties from whom we license our products or product candidates; (c) delays by the FDA; (d) the Company’s inability to raise additional capital on favorable terms or at all; and e) claims against us by third parties, including claims relating to our intellectual property position. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are described under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2007 and in other filings that we may make with the Securities and Exchange Commission from time to time.

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