8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 27, 2006

Genelabs Technologies, Inc.

(Exact name of Registrant as specified in its charter)

California	0-19222	94-3010150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

505 Penobscot Drive,
Redwood City, California
(Address of principal executive offices) 94063
(Zip Code)

(650) 369-9500
(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):

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))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT 99.1

Item 8.01. Other Events.

     On June 27, 2006, Genelabs Technologies, Inc. issued a press release announcing it had entered into an agreement for the sale of approximately 6.1 million shares of common stock and warrants to purchase approximately 2.5 million shares of common stock for gross proceeds of $9.0 million. The full text of the Genelabs’ press release regarding the announcement is 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 issued by Genelabs Technologies, Inc. on June 27, 2006.

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.

Dated: June 27, 2006	By:	/s/ James A.D. Smith
		James A. D. Smith
		President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Genelabs Technologies, Inc. on June 27, 2006.

EX-99.1

Exhibit 99.1

Genelabs Technologies Announces Agreement to Raise
$9 Million in Private Placement Financing

REDWOOD CITY, Calif., June 27, 2006 — Genelabs Technologies, Inc. (Nasdaq:GNLB) announced today that it has entered into an agreement for the sale of approximately 6.1 million shares of its common stock and warrants to purchase approximately 2.5 million shares of its common stock to institutional and accredited investors for gross proceeds of $9.0 million. The agreement provides for Genelabs to sell the shares for $1.42 per share and to issue the warrants for a purchase price of $0.125 per share underlying the warrants, with a warrant exercise price of $1.42 per share. The agreement is subject to customary closing conditions and the company expects to close the private placement financing on or about June 30, 2006.

The common stock and warrants to purchase common stock have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent a registration statement or an exemption from registration. Genelabs has agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares of common stock and the shares of common stock underlying the warrants issued in the private placement financing.

This press release contains forward-looking statements including statements regarding the expectation of the closing of the private placement financing. These forward-looking statements are based on Genelabs’ current expectations and are subject to the risk that the closing conditions to the financing are not met which, if this occurs, may cause the closing not to occur.