Filed Pursuant to Rule 424(b)(3)
Registration No. 333-108608



                          GENELABS TECHNOLOGIES, INC.

                                 COMMON STOCK
                                PREFERRED STOCK
                                DEBT SECURITIES
                                   WARRANTS

                                  $50,000,000

         This prospectus relates to common stock, preferred stock, debt
securities and warrants for debt and equity securities which we may sell from
time to time in one or more offerings up to an aggregate public offering price
of $50,000,000. We will provide specific terms of these sales in supplements to
this prospectus. You should read this prospectus and each supplement carefully
before you invest. This prospectus may not be used to offer and sell securities
unless accompanied by a prospectus supplement.

         You should consider carefully the risk factors beginning on page 4 of
this prospectus before making a decision to purchase our securities.

         Our common stock is listed on the Nasdaq National Market under the
symbol "GNLB." On September 4, 2003, the last reported sale price of our common
stock on the Nasdaq National Market was $1.72 per share.

         Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to
the contrary is a criminal offense.

               The date of this Prospectus is September 30, 2003.








                               TABLE OF CONTENTS

                                  Prospectus




                                                                           Page
                                                                           ----
ABOUT THIS PROSPECTUS.....................................................    1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.........................    2
PROSPECTUS SUMMARY........................................................    3
RISK FACTORS..............................................................    4
FORWARD LOOKING STATEMENTS................................................   11
RATIO OF EARNINGS TO FIXED CHARGES........................................   12
USE OF PROCEEDS...........................................................   12
DILUTION..................................................................   12
DESCRIPTION OF THE COMMON STOCK AND PREFERRED STOCK WE MAY OFFER..........   13
DESCRIPTION OF THE DEBT SECURITIES WE MAY OFFER..........................    14
DESCRIPTION OF THE WARRANTS WE MAY OFFER..................................   19
PLAN OF DISTRIBUTION......................................................   20
VALIDITY OF SECURITIES....................................................   21
EXPERTS...................................................................   21
WHERE YOU CAN FIND MORE INFORMATION.......................................   21


                                      i







                             ABOUT THIS PROSPECTUS

         This prospectus is part of a "shelf" registration statement on Form S-3
that we filed with the SEC. Under this shelf process, we may sell common stock,
preferred stock, debt securities and warrants for debt and equity securities
from time to time in one or more offerings up to an aggregate public offering
price of $50,000,000. This prospectus provides you with a general description of
the securities we may offer. Each time we sell any securities under this
prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described below under the headings "Incorporation of Certain
Information By Reference" and "Where You Can Find More Information."



                                      1








               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Securities and Exchange Commission (the "SEC") allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings we have made and will make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act. All
filings by us pursuant to the Securities Exchange Act after the date of the
initial registration statement and prior to the termination of the offering
shall also be deemed to be incorporated by reference into this prospectus. The
previously filed documents we incorporate by reference into this prospectus are:

         (a)   Our Annual Report on Form 10-K for the fiscal year ended December
               31, 2002;

         (b)   Our Quarterly Report on Form 10-Q for the quarter ended June 30,
               2003;

         (c)   Our Quarterly Report on Form 10-Q for the quarter ended March 31,
               2003;

         (d)   Our Current Report on Form 8-K filed August 14, 2003;

         (e)   Our Current Report on Form 8-K filed August 4, 2003;

         (f)   Our Current Report on Form 8-K filed June 10, 2003;

         (g)   Our Current Report on Form 8-K filed May 16, 2003;

         (h)   Our Current Report on Form 8-K filed May 5, 2003; and

         (i)   Our Registration Statement on Form 8-A filed with the Commission
               on April 30, 1991 (File No. 000-19222).

We will furnish to you without charge upon your request a copy of any of the
documents incorporated in this prospectus and any statement in, or incorporated
in, this prospectus by reference, other than the exhibits to those documents
unless those exhibits are specifically incorporated by reference. For a copy of
the documents you should contact Genelabs Technologies, Inc., 505 Penobscot
Drive, Redwood City, CA 94063, telephone number (650) 369-9500, Attention:
Corporate Secretary.


                                      2






                              PROSPECTUS SUMMARY

         You should read the following summary together with the more detailed
information regarding our Company and the securities being registered appearing
elsewhere in this prospectus.

         Genelabs Technologies, Inc., referred to as Genelabs or the Company, is
a biopharmaceutical company pioneering the discovery and development of novel
pharmaceutical products to improve human health. Genelabs is pursuing regulatory
approval of Prestara(TM), its investigational drug for women with systemic lupus
erythematosus, a disease for which no new drug has been approved in the past 40
years and for which current therapies are not adequate. We are also pursuing the
discovery of novel antimicrobial and antiviral compounds for treatment of
infections that are not well treated with currently available drugs. We believe
that these high-risk, potentially high reward programs focus our research and
development expertise in areas where we have the opportunity to be scientific
pioneers and, if successful, we believe that these programs will yield products
that will address diseases for which current therapies are inadequate. At the
same time, our established capabilities can be utilized as we diversify our
research and development programs.

         We have built drug discovery and clinical development capabilities that
can support various research and development projects. We are concentrating our
capabilities on:

         o     developing our late-stage product for lupus, Prestara(TM); and

         o     discovering novel lead compounds that selectively inhibit
               replication of the hepatitis C virus, or HCV.

         An investment in Genelabs is subject to a number of risks and
significant uncertainty. Genelabs currently estimates that its current cash
resources are adequate to provide liquidity only into the second half of
November 2003. Genelabs' auditors have included a going concern qualification
in their opinion in the Genelabs Annual Report on Form 10-K for 2002. In the
event that Genelabs is unable to raise additional funds, Genelabs may be
required to commence bankruptcy or similar proceedings, which could result in
no value to the holders of the Genelabs common stock. Alternatively, Genelabs
may be required to license or sell is rights in Prestara in a manner that
could be adverse to Genelabs and its stockholders. While we received an
approvable letter from the FDA on our lead product Prestara in August 2002,
the FDA is requiring us to conduct an additional clinical trial to confirm the
positive effect of Prestara on bone mineral density of women with lupus who
are receiving treatment with glucocorticoids. Genelabs may be unable to
complete the clinical trial on a timely basis or at all, and, if completed,
the results may not support the previous findings or may be unacceptable to
the FDA. Genelabs' research programs are in an early stage of development and
may not successfully produce commercial products. Genelabs may be unable to
meet the requirements of the Nasdaq National Market System in the future. If
Genelabs is unable to meet NASDAQ requirements, it may be delisted from the
National Market System. If Genelabs is delisted from the Nasdaq National
Market, it may apply for listing on the Nasdaq SmallCap System, but may fail
to meet listing requirements or fail to maintain its eligibility for continued
listing. _____________________________


         Our principal executive offices are located at 505 Penobscot Drive,
Redwood City, CA 94063, and our telephone number is (650) 369-9500. Our website
is www.genelabs.com. The information on our website does not constitute part of
this prospectus. As used in this prospectus, the words "we," "us," "our" "the
Company" and "Genelabs" refer to Genelabs Technologies, Inc., a California
corporation, and its wholly owned subsidiaries.

        Prestara(TM), Aslera(TM) and Anastar(TM) are trademarks of Genelabs.


                                      3








                                 RISK FACTORS

         An investment in Genelabs common stock is subject to significant risk
and uncertainty, which may result in a loss of all or part of an investment.
Investors are cautioned to carefully review the risk factors below prior to
making an investment in Genelabs.


                           RISKS RELATED TO GENELABS

If we cannot obtain additional funds, we will not be able to carry out our
business plans.

         On September 4, 2003, Genelabs had cash, cash equivalents and
short-term investment balances totaling approximately $4.0 million. Genelabs
estimates that its current cash resources are adequate to provide liquidity
only into the second half of November 2003. Genelabs' auditors have included a
going concern qualification in their opinion in our Annual Report on Form 10-K
for 2002 because there is substantial doubt about the Company's ability to
continue as a going concern due to its historical negative cash flow and
because the Company does not currently have sufficient committed capital to
meet its projected operating needs for at least the next twelve months. In the
event that Genelabs is unable to raise additional funds, Genelabs may be
required to commence bankruptcy or similar proceedings, which could result in
no value to the holders of the Genelabs common stock. Alternatively, Genelabs
may be required to license or sell is rights in Prestara(TM) in a manner that
could be adverse to Genelabs and its stockholders.

         Though we plan to seek additional funds, which may include the sale of
equity, sale of long-term investments, establishment of corporate partnerships,
funding under government grants, licensing of our clinical data or intellectual
property, royalty-sharing and/or other arrangements, it is possible that none of
these efforts to seek additional funds will be successful. The sale of
additional equity would dilute existing shareholders. If we do not sell equity,
we may have to seek other sources of capital, such as strategic alliances, which
may require us to grant third parties rights to our intellectual property
assets, or by adversely renegotiating the terms of our existing collaboration.
We have also been engaged in efforts to divest our Singapore-based diagnostics
business, which we refer to as GLD. We entered into an agreement to sell GLD in
February 2003, which has been terminated by mutual agreement of the parties. We
are currently negotiating with other potential purchasers of the business. We
may also need to change our operating plans. Longer-term, we plan to fund our
operations principally from royalties on sales of Prestara by marketing
partners. However, Prestara may never receive FDA approval, and, if it does, we
may never generate revenue from sales of Prestara. Although we are currently
seeking to enter into licensing agreements for the marketing rights to Prestara
in Europe and Japan, we may fail to enter into such license agreements on
acceptable terms, if at all. We also may be unable to find buyers willing to
purchase our equity or to license our products or technology on commercially
favorable terms, if at all. The unavailability of additional funds would harm
our business by delaying or preventing the development, testing, regulatory
approval, manufacturing or marketing of our products and technologies.

         The following are illustrations of potential impediments to our ability
to successfully secure additional funds:

         o     our stock price and market capitalization are low, therefore
               there are limited funds we can raise through equity financings;

         o     our ability to successfully complete an additional near-term
               equity financing will be more difficult due to Nasdaq
               requirements that may require us to obtain shareholder approval
               as a condition to such financings and will be further impacted
               should we become unable to meet Nasdaq's listing requirements;

         o     our ability to find a European marketing partner for Prestara
               would be negatively impacted if we receive indications that the
               EMEA's review of our MAA is unlikely to result in approval of our
               application; and


                                      4







         o     our research programs are in an early stage, therefore there are
               fewer opportunities to enter into collaborations with other
               companies and up-front payments for early-stage pharmaceutical
               research collaborations are generally smaller for projects that
               are further from potential marketability.

         FDA actions with respect to our NDA for Prestara will have a material
impact on our ability to successfully secure funding, the amount and terms of
funding available and our ability to successfully secure such funding. If
Prestara(TM) is ultimately approved for marketing in the U.S., Genelabs may
receive a milestone payment of up to $45 million and significant royalties on
Watson's net sales of Prestara. However, the FDA may never approve Prestara and,
even if they do, we may never receive a milestone payment or royalties on net
sales.

         Additional funds for our research and development activities may not be
available on acceptable terms, if at all. The unavailability of additional funds
could delay or prevent the development, approval or marketing of some or all of
our products and technologies, which would have a material adverse effect on our
business, financial condition and results of operations.
We have incurred losses each year since our inception and may not be profitable
in the near future or at all.

         We have incurred losses each year since our inception and have
accumulated approximately $193 million in net losses through June 30, 2003,
including a net loss of $8.5 million in the first half of 2003 and $16 million
in the year ended December 31, 2002. In 2003 we have been consuming, and
currently expect to continue to consume, cash at an average rate of
approximately $1.5 million per month. If the FDA approves Prestara, we
anticipate realizing a net loss at least until Prestara is sufficiently accepted
by the market, and we may never achieve profitability. If the FDA does not
approve Prestara, we may never be profitable and our revenues may never be
sufficient to fund operations.

If the results of our confirmatory clinical trial of Prestara(TM), Genelabs'
drug candidate for systemic lupus erythematosus, are not positive, the FDA will
not approve Prestara and our business prospects will suffer because the U.S.
royalties for Prestara are the most significant near-term source of potential
revenue.

         Genelabs has focused its development efforts to date on conducting
clinical trials for an investigational new drug, Prestara, also referred to as
GL701, Aslera(TM) and Anastar(TM), for the treatment of women with systemic
lupus erythematosus, or lupus. Lupus is a severe, chronic and debilitating
autoimmune disease that can affect the musculoskeletal and nervous systems,
lungs, heart, kidneys, skin and joints. Prestara is a pharmaceutical formulation
containing highly purified prasterone, the synthetic equivalent of
dehydroepiandrosterone or DHEA, a naturally occurring hormone.

         Before our North American partner, Watson Pharmaceuticals, Inc., can
market Prestara in the United States, the FDA must approve the Prestara New Drug
Application, or NDA, submitted by Genelabs. In 2000, we submitted the NDA for
Prestara to the FDA. In 2001 we received a letter from the FDA stating that the
Prestara NDA was not approvable, listing deficiencies that must be addressed
before the NDA could be approved. Throughout 2001 we worked with the FDA to
respond to these issues. In 2002 we received an approvable letter which, among
other things, requires us to conduct an additional clinical trial to confirm the
positive effect of Prestara we previously noted on the bone mineral density of
women with lupus who are receiving treatment with glucocorticoids. Even if the
results of our clinical trial are positive, the FDA still has the authority to
decline to approve Prestara. Genelabs' business plans depend on FDA approval of
Prestara in the United States, and if the clinical trial currently underway does
not confirm our previous findings or if significant and new safety issues
emerge, the FDA will not approve our new drug application in a timely manner, if
at all, and our business would suffer because 1) we would not be entitled to a
milestone payment from Watson and 2) royalties we are entitled to receive from
Prestara sales in the United States are our most significant near-term source of
potential revenue.

                                      5







If we are unable to find a European marketing partner for Prestara(TM) our
business prospects will suffer because we do not have capabilities to market
Prestara in Europe ourselves and we would lose a significant near-term source of
revenue.

         Because we have limited sales, marketing and distribution capabilities
and no established presence in Europe, our business plans include licensing the
European marketing rights to Prestara to a larger pharmaceutical or
biotechnology company with established marketing capabilities. If we are unable
to find a European marketing partner, we would not be able to launch Prestara in
Europe in a timely manner, if at all, even if it is approved. Our business would
suffer because we would not be able to generate revenue from Prestara in Europe.

If the FDA and the EMEA do not approve Prestara(TM) for marketing, our business
prospects will suffer because Prestara is our only near-term source of potential
revenue.

         Before our North American partner, Watson, and any potential European
partner can market Prestara in their respective territories, appropriate
regulatory agencies must review and approve applications seeking to market the
investigational drug which have been submitted by Genelabs. Our business plans
depend on approval of Prestara in both the United States and in Europe. If the
regulatory agencies do not approve one or both of our applications in a timely
manner, our business would suffer because we have no other near-term source of
potential revenue.

         If the regulatory agencies determine that Prestara can only be approved
with significant additional requirements and we determine that it is not
feasible for us to satisfy one or more of the requirements requested, we could
be forced to abandon the development of Prestara. We cannot predict whether the
regulatory agencies will require the submission of additional data in order to
approve our applications, what these requirements may be, whether we will be
successful in responding to requests from these agencies for additional
requirements or whether there will be additional substantial obstacles to, or
delays in, our development of Prestara for lupus.

         Similar regulatory requirements exist in Japan and elsewhere in the
world. Genelabs has not conducted any clinical trials for Prestara for lupus in
other countries. We plan to enter into collaborations or licensing agreements
for commercializing Prestara in other areas with pharmaceutical companies that
have resources greater than Genelabs. If we do not enter into these agreements,
we may not be able to sell, or might face delays related to commercial
introduction of, Prestara in these other territories, because we lack the
necessary resources.

If Prestara(TM) is approved in the United States or Europe but does not gain
sufficient market acceptance, our business will suffer because we would not
receive anticipated royalties to fund future operations.

         A number of factors may affect the market acceptance of Prestara for
lupus, even if it is approved, including:

         o     availability and level of reimbursement by insurance companies
               or government programs such as Medicaid;

         o     the price of Prestara relative to other drugs for lupus
               treatment;

         o     the perception by patients, physicians and other members of the
               health care community of the effectiveness and safety of
               Prestara for the treatment of lupus;

         o     the effectiveness of sales and marketing efforts by our
               licensees;

         o     side effects;

         o     competition from other prescription and over-the-counter
               products; and

         o     unfavorable publicity concerning Prestara or other drugs on the
               market.


                                      6







         In addition, if regulatory authorities fail to restrict the sale of
dietary supplement DHEA products, which do not require a prescription, the
market may not accept Prestara. A number of dietary supplement manufacturers
market products containing DHEA as dietary supplements in the United States.
Prestara contains highly purified prasterone, the synthetic equivalent of DHEA,
as the active ingredient. The body produces DHEA, an androgenic hormone or
steroid hormone that develops and maintains masculine characteristics, which is
not a component of the diet. While we have consistently maintained that a
governmental entity should regulate DHEA as a drug and as a controlled
substance, neither the FDA nor the Drug Enforcement Agency, or DEA, has taken
any specific action to date to limit or regulate the sale of dietary supplement
DHEA. The FDA and DEA may not wish to, or may be unable to, regulate DHEA in the
future. We have submitted documentation to the FDA requesting clarification of
DHEA's status as a drug and removal from the market as a dietary supplement. We
have also submitted documentation to the DEA requesting clarification of DHEA's
status as an anabolic steroid, a steroid that promotes the storage of protein
and growth of tissue. Anabolic steroids are scheduled as controlled substances.
If the FDA restricts the marketing of DHEA as a dietary supplement or the DEA
agrees that DHEA is an anabolic steroid, DHEA may no longer be publicly
available as a dietary supplement. In the event that Prestara receives FDA
approval, the concurrent sale of these dietary supplement products could
significantly adversely affect or significantly limit the market for or the
selling price of Prestara.

Our outside suppliers and manufacturers for Prestara(TM) are subject to
regulation, including by the FDA, and if they do not meet their commitments, we
would have to find substitute suppliers or manufacturers which could delay
supply of product to the market.

         Regulatory requirements applicable to pharmaceutical products tend to
make the substitution of suppliers and manufacturers costly and time consuming.
We rely on a single supplier of prasterone, the active ingredient in Prestara,
and we rely on a single finished product manufacturer, Patheon Inc., for
production of Prestara capsules and for packaging. The disqualification of these
suppliers and manufacturers through their failure to comply with regulatory
requirements could negatively impact our business because of delays and costs in
obtaining and qualifying alternate suppliers. We have no internal manufacturing
capabilities for pharmaceutical products and are entirely dependent on contract
manufacturers and suppliers for the manufacture of Prestara as a finished
product and for its active ingredient.

         Our manufacturing and supply agreement with Patheon for Prestara
capsules has an initial term through December 31, 2008, and is renewable for
three-year terms thereafter, unless either party provides the other with twelve
months' notice prior to the end of the then-current term. The Patheon
manufacturing supply agreement also provides for termination by either party
upon failure of the other party to remedy a material breach within sixty days or
upon bankruptcy of the other party; by us in the event of an action preventing
us from importing, exporting, purchasing or selling the product; or by Patheon
on six months' prior notice if we assign the agreement to an assignee that is
not acceptable to Patheon. Our supply agreement for prasterone, the active
ingredient in Prestara, has an initial term through August 27, 2005 and is
automatically renewed for one-year periods unless either party provides the
other with two years' notice. The supplier may not terminate without cause
during the initial term. The active ingredient supply agreement also provides
for termination by either party upon failure of the other party to remedy a
material breach within sixty days or upon bankruptcy of the other party.

         We believe that we are current in all material obligations under both
of these agreements. In the event of termination or expiration of one or both of
these agreements, we believe that we would be able to find alternative
suppliers, however, we may not be able to secure these arrangements in a timely
manner or on favorable terms and the amount of time and expense involved in
transferring the process of manufacture, and receiving regulatory
qualifications, could negatively impact the timing or probability of approval of
our NDA, or if the product is approved by the FDA, the supply of the product to
the market.

         The FDA requires the existence of at least one qualified manufacturer
before it will approve a drug for commercialization. If we fail to maintain a
relationship with at least one qualified supplier of prasterone and at least one
qualified manufacturer of the Prestara finished pharmaceutical product it would
negatively impact our business because the NDA could not be approved by the FDA.
If our NDA is approved and our supplier or manufacturer fails to meet and
maintain compliance with FDA requirements or if they fail to manufacture
Prestara active ingredient, capsules and packaging as required for our needs, we
may not be able to ship product in a timely manner, if at all.

                                      7







This failure could negatively impact our relationships with customers and would
harm sales of Prestara. The following could harm our ability to manufacture and
market Prestara:

         o     the unavailability of adequate quantities of the active
               ingredient for commercial sale;

         o     the loss of a supplier's or manufacturer's regulatory approval;

         o     the failure of a supplier or manufacturer to meet regulatory
               agency pre-approval inspection requirements;

         o     the failure of a supplier or manufacturer to maintain
               compliance with ongoing regulatory agency requirements;
         o     the inability to develop alternative sources in a timely manner
               or at all;

         o     an interruption in supply of prasterone or finished product;
               and

         o     competing demands on the contract manufacturer's capacity, for
               example, shifting manufacturing priorities to their own products
               or more profitable products for other customers.

         We are dependent on Watson Pharmaceuticals to market Prestara(TM) in
North America and if Prestara is approved by the FDA and they fail to meet
expected levels of sales our business will suffer.

         We must rely on Watson to market Prestara in North America. Because
royalties from sales of Prestara would be our primary near-term source of
revenue, successful marketing, promotion and distribution of this product in the
United States are critical to our success. Though Genelabs has the right to
co-promote the product in the United States beginning the third calendar year
after the first commercial sale of the product by Watson, we currently have
limited internal sales, marketing and distribution capabilities and are entirely
dependent on Watson to promote Prestara. If Prestara is approved by the FDA and
Watson fails to promote Prestara, our business will suffer because we will not
receive anticipated revenue from product sales. Though the agreement with Watson
requires them to use commercially reasonable efforts to promote the sale,
marketing and distribution of the product in their territory, it does not
prevent them from marketing competing products should they become available. Our
agreement with Watson provides us with the right to terminate the agreement or
make it non-exclusive in the event that Watson fails to meet specified minimum
sales requirement or materially breaches the agreement; however, it may be
difficult or impossible to find a marketing partner to replace Watson should
they breach the agreement or fail to meet these minimum requirements.

         Our ability to market Prestara in Europe will depend upon our ability
to obtain a European partner. Similar to the United States, successful
marketing, promotion and distribution of this product in Europe are important to
our success. As we have limited capabilities and will rely on our potential
future European partner for marketing, promotion and distribution, if they fail
to promote Prestara our business will suffer because we will not receive
anticipated revenue from product sales.

If we are unable to obtain patents or protect our intellectual property rights,
we would lose competitive advantage.

         Agency or court proceedings could invalidate our current patents, or
patents that issue on pending applications. Our business would suffer if we do
not successfully defend or enforce our patents, which would result in loss of
proprietary protection for our technologies and products. Patent litigation may
be necessary to enforce patents to determine the scope and validity of our
proprietary rights or the proprietary rights of another.

         The active ingredient in Prestara is prasterone, more commonly known as
dehydroepiandrosterone, or DHEA. DHEA is a compound that has been in the public
domain for many years. It is not possible to obtain patent protection for the
chemical compound anywhere in the world. Genelabs licensed two United States
patents covering uses of DHEA in treating lupus from Stanford University in
1993. The Stanford patents expire in 2013 and the license expires when the
patents expire. In addition, we have filed patent applications covering
additional uses for


                                      8







Prestara and various pharmaceutical formulations and intend to file additional
applications as appropriate. We have filed patent applications covering
compounds from our drug discovery programs; however, no patents are currently
issued. A number of patents have issued covering Genelabs' drug discovery
technologies and methods related to selective regulation of gene expression and
the control of viral infections. A number of patent applications are pending.

         If another company successfully brings legal action against us claiming
our activities violate, or infringe, their patents, a court may require us to
pay significant damages and prevent us from using or selling products or
technologies covered by those patents. Others could independently develop the
same or similar discoveries and may have priority over any patent applications
Genelabs has filed on these discoveries. Prosecuting patent priority proceedings
and defending litigation claims can be very expensive and time-consuming for
management. In addition, intellectual property that is important for advancing
our drug discovery efforts or for uses for the active ingredient in Prestara
owned by others might exist that we do not currently know about now or in the
future. We might not obtain licenses to a necessary product or technology on
commercially reasonable terms, or at all, and therefore, we may not pursue
research, development or commercialization of promising products.

Our research programs are in an early stage and may not successfully produce
commercial products.

         Pharmaceutical discovery research is inherently high-risk because of
the high failure rate of projects. To date, our research has been focused on a
limited number of mechanisms which have not been proven as a viable mechanism of
drug action, such as DNA-binding. Although we have identified an antifungal
compound that has met our criteria for advancement to preclinical status, we
have not begun preclinical development work on any compounds from our drug
discovery programs. Genelabs' product candidates, other than Prestara, are in an
early stage of research. The goal of our research programs is to discover novel
chemical compounds and develop them into drugs. All of our research projects may
fail to produce commercial products.

         If Genelabs discovers compounds that have the potential to be drugs,
public information about our research success may lead other companies with
greater resources to focus more efforts in areas similar to ours. Genelabs has
limited human and financial resources. Creation of the type of compounds we seek
to discover requires sophisticated and expensive lab equipment and facilities, a
team of scientists with advanced scientific knowledge in many disciplines such
as chemistry, biochemistry and biology, and time and effort. Large
pharmaceutical companies have access to the latest equipment and have many more
personnel available to focus on solving particular research problems, including
those that Genelabs is investigating. Therefore, even if our research programs
are successful, we have a competitive disadvantage.

                                INDUSTRY RISKS

Our activities involve hazardous materials and improper handling of these
materials by our employees or agents could expose us to significant legal and
financial penalties.

         Our research and development activities involve the controlled use of
hazardous materials, including infectious agents, chemicals and various
radioactive compounds. Our organic chemists use solvents, such as chloroform,
isopropyl alcohol and ethanol, corrosives such as hydrochloric acid and other
highly flammable materials, some of which are pressurized, such as hydrogen. We
use the following radioactive compounds in small quantities under license from
the State of California, including Carbon(14), Cesium(137), Chromium(51),
Hydrogen(3), Iodine(125), Phosphorus(32), Phosphorus(33) and Sulfur(35). Our
biologists use biohazardous materials, such as bacteria, fungi, parasites,
viruses and blood and tissue products. We also handle chemical, medical and
radioactive waste, byproducts of our research, through licensed contractors. As
a consequence, we are subject to numerous environmental and safety laws and
regulations, including those governing laboratory procedures, exposure to
blood-borne pathogens and the handling of biohazardous materials. Federal, state
and local governments may adopt additional laws and regulations affecting us in
the future. We may incur substantial costs to comply with, and substantial fines
or penalties if we violate, current or future laws or regulations.

         Although we believe that our safety procedures for using, handling,
storing and disposing of hazardous materials comply with the standards
prescribed by state and federal regulations, we cannot eliminate the risk of

                                     9







accidental contamination or injury from these materials. In the event of an
accident, state or federal authorities may curtail our use of these materials
and we could be liable for any civil damages that result, the cost of which
could be substantial. Further, any failure by us to control the use, disposal,
removal or storage of, or to adequately restrict the discharge of, or assist in
the cleanup of, hazardous chemicals or hazardous, infectious or toxic substances
could subject us to significant liabilities, including joint and several
liability under state or federal statutes. While we believe that the amount of
general liability insurance we carry, $6 million, is sufficient for typical
risks regarding our handling of these materials, it may not be sufficient to
cover extraordinary or unanticipated events. We do not specifically insure
against environmental liabilities. Additionally, an accident could damage, or
force us to shut down, our research facilities and operations.

We may not be able to obtain or maintain sufficient insurance on commercially
reasonable terms or with adequate coverage against potential liabilities in
order to protect ourselves against product liability claims.

         Our business exposes us to potential product liability risks that are
inherent in the testing, manufacturing and marketing of human therapeutic
products. We may become subject to product liability claims if someone alleges
that the use of our products, such as Prestara for lupus, if approved, injured
subjects or patients. This risk exists for products tested in human clinical
trials as well as products that are sold commercially. Although we currently
have insurance coverage in amounts that we believe are customary for companies
of our size and industry and sufficient for risks we typically face, we may not
be able to maintain this type of insurance for any of our clinical trials or in
a sufficient amount. We currently maintain $5 million of product liability
insurance for claims arising from the use of our products in clinical trials. In
addition, product liability insurance is becoming increasingly expensive. As a
result, we may not be able to obtain or maintain product liability insurance in
the future on acceptable terms or with adequate coverage against potential
liabilities which could harm our business by requiring us to use our resources
to pay potential claims.

                                 MARKET RISKS

Because our stock is volatile, the value of your investment in Genelabs may
substantially decrease.

         The market price of our common stock, like the stock prices of many
publicly traded biopharmaceutical companies, has been and will probably continue
to be highly volatile. Between January 1, 2002 and December 31, 2002, the price
of our common stock fluctuated between $0.63 and $3.55 per share. Between
January 1, 2003 and September 4, 2003, the price of our common stock fluctuated
between $1.12 and $2.10 per share. In addition to the factors discussed in this
Risk Factors section, a variety of events can impact the stock price, including
the low percentage of institutional ownership of our stock, which contributes to
lack of stability for the stock price. The availability of a large block of
stock for sale in relation to our normal trading volume could also result in a
decline in the market price of our common stock.

         In addition, numerous events occurring outside of our control may also
impact the price of our common stock, including market conditions related to the
biopharmaceutical industry. Other companies have defended themselves against
securities class action lawsuits following periods of volatility in the market
price of their common stock. If a party brings this type of lawsuit against us,
it could result in substantial costs and diversion of management's time.

Because we may not continue to qualify for listing on the Nasdaq quotation
system, the value of your investment in Genelabs may substantially decrease.

         Genelabs may be unable to meet the requirements of the Nasdaq National
Market System in the future. To maintain its listing on the Nasdaq National
Market, Genelabs is required, among other things, to either maintain
stockholders' equity of at least $10 million or a market value of at least $50
million, as well as to maintain a bid price of at least $1.00 per share of
common stock. If Genelabs is unable to meet these requirements, it may be
delisted from the National Market System. If delisted from the Nasdaq National
Market, Genelabs might apply for listing on the Nasdaq SmallCap Market. The
Nasdaq SmallCap Market, however, also has listing requirements, which Genelabs
may fail to meet for initial listing or with which Genelabs may fail to maintain
compliance. Delisting from

                                    10







the National Market System could adversely affect the trading price of our
common stock, and delisting from the Nasdaq SmallCap Market would significantly
limit the liquidity of our common stock and would adversely affect its trading
price.

                          FORWARD LOOKING STATEMENTS

         This prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Any statements herein that are not statements
of historical fact may be deemed to be forward-looking statements including, but
not limited to, Genelabs' estimates with respect to its cash resources and
related matters. We may identify these statements by the use of words such as
believe, expect, anticipate, intend, potential, strategy, plan, and similar
expressions. These forward-looking statements involve known and unknown risks
and uncertainties. Our actual results may differ materially from those set forth
in these forward-looking statements as a result of a number of different
factors, including those described under the caption "Risk Factors" and
elsewhere in this prospectus. These forward-looking statements include, among
others, statements regarding:

         o     estimates relating to our cash resources and our ability to
               obtain additional funding for our business plans;

         o     our ability to complete the divestment of our diagnostics
               business on a timely basis, if at all;

         o     estimates relating to the timing and completion of our pending
               clinical trials;

         o     the results of our confirmatory clinical trial of Prestara(TM);

         o     potential FDA actions with respect to our NDA for Prestara,
               including whether or not the Prestara NDA ultimately will receive
               marketing approval;

         o     if the NDA for Prestara is ultimately approved, our plans and
               ability to successfully commercialize Prestara for systemic
               lupus erythematosus;

         o     our ability to secure European and Japanese partners for
               Prestara;

         o     our ability to obtain marketing approval of Prestara in Europe;

         o     our ability to secure and defend intellectual property rights
               important to our business; and

         o     the potential success of our research efforts, including our
               ability to identify compounds for preclinical development.

All statements in this Registration Statement on Form S-3 that are not
historical are forward-looking statements and are subject to risks and
uncertainties, including those set forth in the Risk Factors section, and actual
results could differ materially from those expressed or implied in these
statements. All forward-looking statements included in this Registration
Statement on Form S-3 are made as of the date hereof. We assume no obligation to
update any such forward-looking statement for subsequent events or any reason
why actual results might differ, except as required by the Securities Act.

                                    11








                      RATIO OF EARNINGS TO FIXED CHARGES

         Our earnings were insufficient to cover fixed charges in each of the
years in the five-year period ended December 31, 2002 and in the six-month
period ended June 30, 2003. "Earnings" consist of income (loss) from continuing
operations before income taxes, extraordinary items, cumulative effect of
accounting changes, equity in net losses of affiliates and fixed charges. "Fixed
charges" consist of interest expense and the portion of operating lease expense
that represents interest. The extent to which earnings were insufficient to
cover fixed charges is as follows:



                                    Six Months            Year Ended December 31,
                                       Ended     ----------------------------------------------------
                                    June 30,2003    2002      2001      2000        1999       1998
                                    -----------     ----      ----      ----        ----       ----
                                                                  (in thousands)
                                                 ---------------------------------------------------
                                                                            
Deficiency of earnings available
   to cover fixed charges            $(8,674)    $(16,080)  $(13,287)  $(12,282)  $(10,139)   $(6,494)



                                USE OF PROCEEDS

         Unless otherwise indicated in the applicable prospectus supplement, we
anticipate that the net proceeds from the sale of the securities that we may
offer under this prospectus and any accompanying prospectus supplement will be
used for general corporate purposes. In addition, we may use a portion of any
net proceeds to acquire complementary products, product candidates or
businesses. We will have significant discretion in the use of any net proceeds.
Investors will be relying on the judgment of our management regarding the
application of the proceeds of any sale of the securities. We may invest the net
proceeds temporarily until we use them for their stated purpose.

                                   DILUTION

         If we offer shares of our common stock, your interest would be diluted
to the extent of the difference between the public offering price per share of
our common stock and the adjusted net tangible book value per share of our
common stock after such offering. Our net tangible book value per share as of
June 30, 2003 is $0.03. We calculate net tangible book value per share by
dividing net tangible book value, which equals total tangible assets less total
liabilities, by the number of outstanding shares of our common stock.

         Assuming a public offering of $15 million in the aggregate at the
assumed public offering price of $1.72 per share, our as adjusted net tangible
book value at June 30, 2003 would have been $0.24 per share. This represents an
immediate increase in the net tangible book value per share of $0.21 per share
to existing stockholders and an immediate dilution of $1.48 per share to new
investors purchasing shares of common stock in this offering.

         The following table illustrates this dilution on a per share basis:

       Assumed public offering price per share...........   ~~           $1.72
           Net tangible book value per share as
                 of June 30, 2003........................                $0.03
           Increase per share attributable to
                 new investors...........................                $0.21

       As adjusted net tangible book value per share
       after this offering...............................    ~~          $0.24
       Dilution per share to new investors...............    ~~          $1.48


         To the extent that outstanding options, convertible debt or warrants
are exercised, there may be further dilution to new investors.

                                    12







       DESCRIPTION OF THE COMMON STOCK AND PREFERRED STOCK WE MAY OFFER

         The following description of our common stock and preferred stock,
together with the additional information included in any applicable prospectus
supplements, summarizes the material terms and provisions of these types of
securities but is not complete. For the complete terms of our common stock and
preferred stock, please refer to our Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws that are incorporated by reference
into the registration statement which includes this prospectus and, with respect
to preferred stock, the certificate of designation which will be filed with the
Securities and Exchange Commission for each series of preferred stock we may
designate, if any.

         We will describe in a prospectus supplement the specific terms of any
common stock or preferred stock we may offer pursuant to this prospectus. If
indicated in a prospectus supplement, the terms of such common stock or
preferred stock may differ from the terms described below.

Common Stock

         Under our Amended and Restated Articles of Incorporation we may issue
up to one hundred twenty five million (125,000,000) shares of common stock. The
holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Subject to
preferences that may be applicable to any outstanding preferred stock, holders
of common stock are entitled to receive ratably such dividends as may be
declared by our board of directors out of funds legally available for that
purpose. In the event of liquidation, dissolution or winding up of Genelabs, the
holders of common stock are entitled to share ratably in all assets remaining
after payment of liabilities, subject to the prior distribution rights of any
outstanding preferred stock. The common stock has no preemptive or conversion
rights or other subscription rights. There are no redemption or sinking fund
provisions applicable to the common stock. The outstanding shares of common
stock are fully paid and non-assessable.

         Our common stock is listed on the Nasdaq National Market under the
symbol "GNLB." The transfer agent and registrar for our common stock is Mellon
Investor Services, 85 Challenger Road, Ridgefield Park, New Jersey 07660.
Preferred Stock

         Under our Amended and Restated Articles of Incorporation we may issue
up to four million nine hundred ninety thousand (4,990,000) shares of preferred
stock. No shares of preferred stock or options to purchase preferred stock are
currently outstanding. Our board of directors has the authority, without further
action by the stockholders, to issue up to the maximum authorized number of
shares of preferred stock in one or more series. The board of directors also has
the authority to designate the rights, preferences, privileges and restrictions
of each such series, including dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series. The rights,
preferences, privileges and restrictions of each series will be fixed by the
certificate of designation relating to that series. Any or all of the rights of
the preferred stock may be greater than the rights of the common stock.

         The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of Genelabs without further action
by the stockholders. The issuance of preferred stock with voting and conversion
rights may also adversely affect the voting power of the holders of common
stock. In certain circumstances, an issuance of preferred stock could have the
effect of decreasing the market price of the common stock.

         Whenever preferred stock is to be sold pursuant to this prospectus, we
will file a prospectus supplement relating to that sale which will specify:

         o     the number of shares in the series of preferred stock;

         o     the designation for the series of preferred stock by number,
               letter or title that shall distinguish the series from any other
               series of preferred stock;


                                    13







         o     the dividend rate, if any, and whether dividends on that series
               of preferred stock will be cumulative, noncumulative or
               partially cumulative;

         o     the voting rights of that series of preferred stock, if any;

         o     any conversion provisions applicable to that series of
               preferred stock;

         o     any redemption or sinking fund provisions applicable to that
               series of preferred stock;

         o     the liquidation preference per share of that series of
               preferred stock, if any; and

         o     the terms of any other preferences or rights, if any,
               applicable to that series of preferred stock.

                DESCRIPTION OF THE DEBT SECURITIES WE MAY OFFER

         The following description of the debt securities we may offer, together
with the additional information included in any prospectus supplement, describes
the material terms and conditions of this type of security but is not complete.
For a more detailed description of the terms of the debt securities, please
refer to the indenture between Genelabs and a trustee to be selected, relating
to the issuance of the senior notes, and the indenture between Genelabs and a
trustee to be selected, relating to issuance of the subordinated notes. We have
filed or will file those documents with the SEC as exhibits to the registration
statement of which this prospectus is a part.

         We will describe in a prospectus supplement the specific terms of any
debt securities we may offer pursuant to this prospectus. If indicated in a
prospectus supplement, the terms of such debt securities may differ from the
terms described below.

         The senior notes will be issued under one or more senior indentures to
be entered into between Genelabs and the trustee named in the senior indenture.
The subordinated notes will be issued under one or more subordinated indentures
to be entered into between Genelabs and the trustee named in the subordinated
indenture. As used herein, the term "indentures" refers to both the senior
indenture and the subordinated indenture. The indentures will be qualified under
the Trust Indenture Act. As used herein, the term "trustee" refers to either the
senior trustee or the subordinated trustee, as applicable.

         The following summaries of certain material provisions of the senior
notes, the subordinated notes and the indentures are subject to, and qualified
in their entirety by reference to, all the provisions of the indentures
applicable to a particular series of debt securities, including the definitions
therein of certain terms. Except as otherwise indicated, the terms of the senior
indenture and the subordinated indenture are identical.
General

         Each prospectus supplement will describe the following terms relating
to each series of notes that we may issue:

         o     the title;

         o     whether the notes are senior debt securities or subordinated
               debt securities and the terms of subordination;
         o     any limit on the amount that may be issued;

         o     whether or not such series of notes will be issued in global
               form, the terms and who the depositary will be;
         o     the maturity date(s);

         o     the annual interest rate(s) (which may be fixed or variable) or
               the method for determining the rate(s) and the date(s) interest
               will begin to accrue, the date(s) interest will be payable and
               the regular record date(s) for interest payment date(s) or the
               method for determining such date(s);


                                    14







         o     the place(s) where payments shall be payable;

         o     Genelabs's right, if any, to defer payment of interest and the
               maximum length of any such deferral period;

         o     the date, if any, after which, and the price(s) at which, such
               series of notes may, pursuant to any optional redemption
               provisions, be redeemed at Genelabs's option, and other related
               terms and provisions;

         o     the date(s), if any, on which, and the price(s) at which Genelabs
               is obligated, pursuant to any mandatory sinking fund provisions
               or otherwise, to redeem, or at the holder's option to purchase,
               such series of notes and other related terms and provisions;

         o     the denominations in which such series of notes will be issued,
               if other than denominations of $1,000 and any integral multiple
               thereof;

         o     any addition to, or modification or deletion of, any event of
               default or any covenant of Genelabs specified in the applicable
               indenture with respect to such series of notes;
         o     terms and conditions, if any, pursuant to which such series of
               notes are secured; and

         o     any other terms.


         The debt securities may be issued as original issue discount
securities. An original issue discount security is a debt security, including
any zero-coupon debt security, which:

         o     is issued at a price lower than the amount payable upon its
               stated maturity; and

         o     provides that upon redemption or acceleration of the maturity, an
               amount less than the amount payable upon the stated maturity,
               shall become due and payable.

         U.S. federal income tax considerations applicable to debt securities
sold at an original issue discount security will be described in the applicable
prospectus supplement. In addition, U.S. federal income tax or other
considerations applicable to any debt securities which are denominated in a
currency or currency unit other than U.S. dollars may be described in the
applicable prospectus supplement.

         Under the indentures, Genelabs will have the ability, in addition to
the ability to issue debt securities, with terms different from those of debt
securities previously issued, without the consent of the holders, to reopen a
previous issue of a series of debt securities and issue additional debt
securities of that series, unless such reopening was restricted when the series
was created, in an aggregate principal amount determined by us. All such debt
securities including those issued pursuant to such reopening shall vote together
as a single class.

Conversion or Exchange Rights

         The terms on which a series of notes may be convertible into or
exchangeable for common stock or other securities of Genelabs will be set forth
in the prospectus supplement relating thereto. Such terms will include
provisions as to whether conversion or exchange is mandatory, at the option of
the holder or at the option of Genelabs, and may include provisions pursuant to
which the number of shares of common stock or other securities of Genelabs to be
received by the holders of such series of notes would be subject to adjustment.

Consolidation, Merger or Sale

         Unless otherwise noted in a prospectus supplement, the indentures will
not contain any covenant which restricts the ability of Genelabs to merge or
consolidate, or sell, convey, transfer or otherwise dispose of all or
substantially all of its assets. However, any successor or acquirer of such
assets must assume all of the obligations of Genelabs under the indentures or
the notes, as appropriate.


                                    15







Events of Default Under the Indenture

         The following will be events of default under the indentures with
respect to any series of notes issued:

         o     failure to pay interest when due and such failure continues for
               thirty (30) days and the time for payment has not been extended
               or deferred;

         o     failure to pay the principal (or premium, if any) when due;

         o     failure to observe or perform any other covenant contained in the
               applicable series of notes or the indentures (other than a
               covenant specifically relating to another series of notes), and
               such failure continues for ninety (90) days after Genelabs
               receives notice from the trustee or holders of at least
               twenty-five percent (25%) in aggregate principal amount of the
               outstanding notes of that series;

         o     if the series of notes is convertible into shares of common stock
               or other securities of Genelabs, failure by Genelabs to deliver
               common stock or the other securities when the holder or holders
               of such securities elect to convert the debt securities into
               shares of common stock or other securities of Genelabs; and

         o     certain events of bankruptcy, insolvency or reorganization of
               Genelabs.

         The supplemental indenture or the form of note for a particular series
of notes may include additional events of default or changes to the events of
default described above. For any additional or different events of default
applicable to a particular series of notes, see the prospectus supplement
relating to such series.

         If an event of default with respect to notes of any series occurs and
is continuing, the debenture trustee or the holders of at least twenty-five
percent (25%) in aggregate principal amount of the outstanding notes of that
series, by notice in writing to Genelabs (and to the debenture trustee if notice
is given by such holders), may declare the unpaid principal of, premium, if any,
and accrued interest, if any, due and payable immediately.

         The holders of a majority in principal amount of the outstanding notes
of an affected series may waive any default or event of default with respect to
such series and its consequences, except defaults or events of default regarding
payment of principal, premium, if any, or interest (unless such default or event
of default has been cured in accordance with the indenture).

         Any such waiver shall cure such default or event of default.

         Subject to the terms of the indentures (as supplemented), if an event
of default under an indenture shall occur and be continuing, the trustee will be
under no obligation to exercise any of its rights or powers under such indenture
at the request or direction of any of the holders of the applicable series of
notes, unless such holders have offered the trustee reasonable indemnity. The
holders of a majority in principal amount of the outstanding notes of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or
power conferred on the trustee, with respect to the notes of that series,
provided that:

         o     it is not in conflict with any law or the applicable indenture;

         o     the trustee may take any other action deemed proper by it which
               is not inconsistent with such direction; and

         o     subject to its duties under the Trust Indenture Act, the trustee
               need not take any action that might involve it in personal
               liability or might be unduly prejudicial to the holders not
               involved in the proceeding.

         A holder of the notes of any series will only have the right to
institute a proceeding under the indenture or to appoint a receiver or another
trustee, or to seek other remedies if:


                                    16







         o     the holder has given written notice to the trustee of a
               continuing event of default with respect to that series;

         o     the holders of at least twenty-five percent (25%) in aggregate
               principal amount of the outstanding notes of that series have
               made written request, and such holders have offered reasonable
               indemnity to the trustee to institute such proceedings as
               trustee; and

         o     the trustee does not institute such proceeding, and does not
               receive from the holders of a majority in aggregate principal
               amount of the outstanding notes of that series other conflicting
               directions within sixty (60) days after such notice, request and
               offer.

         These limitations do not apply to a suit instituted by a holder of
notes if Genelabs defaults in the payment of the principal, premium, if any, or
interest on, the notes.

         Genelabs will periodically file statements with the trustee regarding
its compliance with certain of the covenants in
the indentures.
Modification of Indenture; Waiver

         Genelabs and the trustee may change an indenture without the consent of
any holders with respect to certain matters, including:

         o     to cure any ambiguity, defect or inconsistency in such
               indenture;

         o     to change anything that does not materially adversely affect
               the interests of any holder of notes of any series;
         o     to provide for the assumption by a successor person or the
               acquirer of all or substantially all of the assets of Genelabs
               of the obligations of Genelabs under such indenture;
         o     to add to the covenants of Genelabs for the benefit of holders
               of notes of any series or to surrender any right or power
               conferred upon Genelabs; and

         o     to comply with any requirement of the SEC in connection with the
               qualification of an indenture under the Trust Indenture Act.

         In addition, under the indentures, the rights of holders of a series of
notes may be changed by Genelabs and the debenture trustee with the written
consent of the holders of at least a majority in aggregate principal amount of
the outstanding notes of each series that is affected. However, the following
changes may only be made with the consent of each holder of any outstanding
notes affected:

         o     changing the fixed maturity of such series of notes; or

         o     reducing the principal amount, reducing the rate of or extending
               the time of payment of interest, or any premium payable upon the
               redemption of any such notes.

In addition, any reduction in the percentage of principal amount of notes, the
holders of which are required to consent to any amendment, modification or
waiver under the applicable indenture will require the affirmative consent of at
least the percentage of notes which would originally have been required to make
such consent, modification or waiver effective.

Form, Exchange and Transfer

         The notes of each series will be issuable only in fully registered form
without coupons and, unless otherwise specified in the applicable prospectus
supplement, in denominations of $1,000 and any integral multiple thereof. The
indentures will provide that notes of a series may be issuable in temporary or
permanent global form and may be issued as book-entry securities that will be
deposited with, or on behalf of, The Depository Trust Company or another
depository named by Genelabs and identified in a prospectus supplement with
respect to such series.


                                    17







         At the option of the holder, subject to the terms of the indentures and
the limitations applicable to global securities described in the applicable
prospectus supplement, notes of any series will be exchangeable for other notes
of the same series, in any authorized denomination and of like tenor and
aggregate principal amount.

         Subject to the terms of the indentures and the limitations applicable
to global securities set forth in the applicable prospectus supplement, notes
may be presented for exchange or for registration of transfer (duly endorsed or
with the form of transfer endorsed thereon duly executed if so required by
Genelabs or the security registrar) at the office of the security registrar or
at the office of any transfer agent designated by Genelabs for such purpose.
Unless otherwise provided in the notes to be transferred or exchanged, no
service charge will be made for any registration of transfer or exchange, but
Genelabs may require payment of any taxes or other governmental charges. The
security registrar and any transfer agent (in addition to the security
registrar) initially designated by Genelabs for any notes will be named in the
applicable prospectus supplement. Genelabs may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve a
change in the office through which any transfer agent acts, except that Genelabs
will be required to maintain a transfer agent in each place of payment for the
notes of each series.

         If the notes of any series are to be redeemed, Genelabs will not be
required to:

         o     issue, register the transfer of, or exchange any notes of that
               series during a period beginning at the opening of business
               fifteen (15) days before the day of mailing of a notice of
               redemption of any such notes that may be selected for redemption
               and ending at the close of business on the day of such mailing;
               or

         o     register the transfer of or exchange any notes so selected for
               redemption, in whole or in part, except the unredeemed portion of
               any such notes being redeemed in part.

Information Concerning the Trustee

         The trustee, other than during the occurrence and continuance of an
event of default under an indenture, undertakes to perform only such duties as
are specifically set forth in the indentures and, upon an event of default under
an indenture, must use the same degree of care as a prudent person would
exercise or use in the conduct of his or her own affairs. Subject to this
provision, the trustee is under no obligation to exercise any of the powers
given it by the indentures at the request of any holder of notes unless it is
offered reasonable security and indemnity against the costs, expenses and
liabilities that it might incur. The trustee is not required to spend or risk
its own money or otherwise become financially liable while performing its duties
unless it reasonably believes that it will be repaid or receive adequate
indemnity.

Payment and Paying Agents

         Unless otherwise indicated in the applicable prospectus supplement,
payment of the interest on any notes on any interest payment date will be made
to the person in whose name such notes, or one or more predecessor securities,
are registered at the close of business on the regular record date for such
interest.

         Principal of and any premium and interest on the notes of a particular
series will be payable at the office of the paying agents designated by
Genelabs, except that unless otherwise indicated in the applicable prospectus
supplement, interest payments may be made by check mailed to the holder. Unless
otherwise indicated in such prospectus supplement, the corporate trust office of
the trustee in The City of New York will be designated as Genelabs's sole paying
agent for payments with respect to notes of each series. Any other paying agents
initially designated by Genelabs for the notes of a particular series will be
named in the applicable prospectus supplement. Genelabs will be required to
maintain a paying agent in each place of payment for the notes of a particular
series.

         All moneys paid by Genelabs to a paying agent or the trustee for the
payment of the principal of or any premium or interest on any notes which
remains unclaimed at the end of two years after such principal, premium or
interest has become due and payable will be repaid to Genelabs, and the holder
of the security thereafter may look only to Genelabs for payment thereof.

                                    18







Governing Law

         The indentures and the notes will be governed by and construed in
accordance with the laws of the State of New York.

Subordination of Subordinated Notes

         The subordinated notes will be unsecured and will be subordinate and
junior in priority of payment to certain of Genelabs's other indebtedness to the
extent described in a prospectus supplement. The subordinated indenture does not
limit the amount of subordinated notes which Genelabs may issue, nor does it
limit Genelabs from issuing any other secured or unsecured debt.

                   DESCRIPTION OF THE WARRANTS WE MAY OFFER

         We may issue warrants, including warrants to purchase common stock,
preferred stock, debt securities, or any combination of the foregoing. Warrants
may be issued independently or together with any securities and may be attached
to or separate from the securities. The warrants will be issued under warrant
agreements to be entered into between us and a warrant agent as detailed in the
prospectus supplement relating to warrants being offered.

         The applicable prospectus supplement will describe the following terms,
where applicable, of the warrants in respect of which this prospectus is being
delivered:

         o     the title of the warrants;

         o     the aggregate number of the warrants;

         o     the price or prices at which the warrants will be issued;

         o     the currencies in which the price or prices of the warrants may
               be payable;

         o     the designation, amount, and terms of the offered securities
               purchasable upon exercise of the warrants;

         o     the designation and terms of the other offered securities, if
               any, with which the warrants are issued and the number of the
               warrants issued with each security;

         o     if applicable, the date on and after which the warrants and the
               offered securities purchasable upon exercise of the warrants
               will be separately transferable;

         o     the price or prices at which and currency or currencies in
               which the offered securities purchasable upon exercise of the
               warrants may be purchased;

         o     the date on which the right to exercise the warrants shall
               commence and the date on which the right shall expire;
         o     the minimum or maximum amount of the warrants which may be
               exercised at any one time;

         o     information with respect to book-entry procedures, if any;

         o     a discussion of any federal income tax considerations; and

         o     any other material terms of the warrants, including terms,
               procedures, and limitations relating to the exchange and exercise
               of the warrants.


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                             PLAN OF DISTRIBUTION

         We may sell the securities being offered pursuant to this prospectus
directly to purchasers, to or through underwriters, through dealers or agents,
or through a combination of such methods. The prospectus supplement with respect
to the securities being offered will set forth the terms of the offering,
including the names of the underwriters, dealers or agents, if any, the purchase
price, the net proceeds to Genelabs, any underwriting discounts and other items
constituting underwriters' compensation, and initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such securities may be listed.

         If underwriters are used in an offering, we will execute an
underwriting agreement with such underwriters and will specify the name of each
underwriter and the terms of the transaction (including any underwriting
discounts and other terms constituting compensation of the underwriters and any
dealers) in a prospectus supplement. If an underwriting syndicate is used, the
managing underwriter(s) will be specified on the cover of the prospectus
supplement. If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own accounts and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
Any public offering price and any discounts or concessions allowed or reallowed
or paid to dealers may be changed from time to time. Unless otherwise set forth
in the prospectus supplement, the obligations of the underwriters to purchase
the offered securities will be subject to conditions precedent and the
underwriters will be obligated to purchase all of the offered securities if any
are purchased.

         If dealers are used in an offering, we will sell the securities to the
dealers as principals. The dealers then may resell the securities to the public
at varying prices which they determine at the time of resale. The names of the
dealers and the terms of the transaction will be specified in a prospectus
supplement.

         The securities may be sold directly by us or through agents we
designate. If agents are used in an offering, the names of the agents and the
terms of the agency will be specified in a prospectus supplement. Unless
otherwise indicated in a prospectus supplement, the agents will act on a
best-efforts basis for the period of their appointment.

         Dealers and agents named in a prospectus supplement may be deemed to be
underwriters (within the meaning of the Securities Act of 1933) of the
securities described therein. In addition, we may sell the securities directly
to institutional investors or others who may be deemed to be underwriters within
the meaning of the Securities Act of 1933 with respect to any resales thereof.

         Underwriters, dealers and agents, may be entitled to indemnification by
us against specific civil liabilities, including liabilities under the
Securities Act of 1933, or to contribution with respect to payments which the
underwriters or agents may be required to make in respect thereof, under
underwriting or other agreements. The terms of any indemnification provisions
will be set forth in a prospectus supplement. Certain underwriters, dealers or
agents and their associates may engage in transactions with, and perform
services for us in the ordinary course of business.

         If so indicated in a prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by
institutional investors to purchase securities pursuant to contracts providing
for payment and delivery on a future date. We may enter contracts with
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutional
investors. The obligations of any institutional investor will be subject to the
condition that its purchase of the offered securities will not be illegal, at
the time of delivery. The underwriters and other agents will not be responsible
for the validity or performance of contracts.

         Each series of securities will be a new issue of securities and will
have no established trading market other than the common stock which is listed
on Nasdaq. Any common stock sold pursuant to a prospectus supplement will be
eligible for quotation and trading on Nasdaq, subject to official notice of
issuance. Any underwriters to whom securities are sold by Genelabs for public
offering and sale may make a market in the securities, but such underwriters
will not be obligated to do so and may discontinue any market making at any time
without notice. The securities, other than the common stock, may or may not be
listed on a national securities exchange or eligible for quotation and trading
on Nasdaq.


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                            VALIDITY OF SECURITIES

         The validity of the common stock, preferred stock, debt securities and
warrants to purchase debt or equity securities offered pursuant to this
prospectus will be passed upon by Skadden, Arps, Slate, Meagher & Flom LLP, Palo
Alto, California, special counsel to Genelabs Technologies, Inc.

                                    EXPERTS

         Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 2002, as set forth in their report (which contains an
explanatory paragraph relating to Genelabs' ability to continue as a going
concern as described in Note 1 to the consolidated financial statements), which
is incorporated by reference in the prospectus and elsewhere in the registration
statement. Our consolidated financial statements are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and accordingly we must file reports and other
information with the Securities and Exchange Commission. All reports and other
information, filed with the SEC are available to you over the Internet at the
SEC's web site at http://www.sec.gov. You may read and copy any documents we
file with the SEC at the SEC's Public Reference Room located at 450 Fifth
Street, N.W., Washington, D.C. 20549, or at the SEC's regional offices in New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's website for more information about the SEC's public reference
facilities.

         You also may find information about us at our website,
http://www.genelabs.com. The information on our website does not constitute part
of this prospectus. We make available, free of charge, through our internet
website copies of our annual report on Form 10-K and quarterly reports on Form
10-Q and amendments to those reports, if any, filed or furnished pursuant to
Section 13 (a) or 15 (d) of the Securities Exchange Act, as soon as reasonably
practicable after filing such material electronically or otherwise furnishing it
to the SEC.


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