8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------
                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)    September 29, 2005
                                                    ---------------------------



                          GENELABS TECHNOLOGIES, INC.
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             (Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code        (650) 369-9500
                                                   ----------------------------

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     (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations 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 3.01    NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
             RULE OR STANDARD; TRANSFER OF LISTING.
(a)

On September 29, 2005, Genelabs Technologies, Inc. ("Genelabs" or the
"Company") received a staff determination letter from The Nasdaq Stock Market
("Nasdaq") stating that for the last 10 consecutive trading days, the Company's
market value of listed securities had been below the minimum $50 million
requirement for continued inclusion by Marketplace Rule 4450(b)(1)(A). The
determination letter further states that if the market value of listed
securities is $50 million or more for a minimum of 10 consecutive business
days, Nasdaq may determine that the Company has regained compliance with the
market capitalization rule. The letter further states that if the Company
cannot demonstrate compliance with the market capitalization requirement by
October 31, 2005, Genelabs will receive written confirmation of noncompliance.

The letter further informs the Company that it does not comply with Marketplace
Rule 4450(b)(1)(B), which requires total assets and total revenue of $50
million in each of the most recently completed fiscal year or two of the last
three most recently completed fiscal years.

(d)

On October 4, 2005, the Company's board of directors approved the filing of an
application to transfer the Company's common stock from the Nasdaq National
Market to the Nasdaq Capital Market (previously called the Nasdaq SmallCap
Market). If the Company's application for listing on the Nasdaq Capital Market
is approved, Genelabs will no longer be subject to the continued listing
requirements of the Nasdaq National Market and will instead be subject to the
continued listing requirements of the Nasdaq Capital Market. Genelabs currently
complies with the initial listing requirements of the Nasdaq Capital Market,
with the exception of the $1.00 minimum closing bid price requirement. If the
listing of the Company's common stock is transferred to the Nasdaq Capital
Market, the Company is eligible for an additional grace period through March
16, 2006 for compliance with the minimum closing bid price requirement, during
which time the Company may effect the reverse stock split previously approved
by the Company's shareholders, if necessary.

A copy of the press release announcing Genelabs application to transfer its
listing to the Nasdaq Capital Market and the receipt of the staff determination
letter is attached as Exhibit 99.1 hereto.

Item 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

99.1   Press Release of Registrant, dated October 5, 2005, entitled "Genelabs
       Applies to Transfer its Listing to the Nasdaq Capital Market".





                                   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.


                                                GENELABS TECHNOLOGIES, INC.



                                                By: /s/ Matthew M. Loar
                                                    --------------------------
                                                Name:  Matthew M. Loar
                                                Title: Chief Financial Officer
Date:  October 5, 2005







                                 EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION

99.1            Press Release of Registrant, dated October 5, 2005,
                entitled "Genelabs Applies to Transfer its Listing to
                the Nasdaq Capital Market".

EX-99

                                                                  EXHIBIT 99.1




                  Genelabs Applies to Transfer its Listing to
                           the Nasdaq Capital Market

Redwood City, CA -- October 5, 2005 -- Genelabs Technologies, Inc. (Nasdaq:
GNLB) announced that it has submitted an application to transfer the listing of
its securities from the Nasdaq National Market to the Nasdaq Capital Market,
which was previously called the Nasdaq SmallCap Market.

Genelabs also announced that it has received a staff determination letter from
the Nasdaq Stock Market stating that the market value of the company's listed
securities does not comply with Marketplace Rule 4450(b)(1)(A) of the Nasdaq
National Market, which requires the market value of listed securities to be at
least $50 million. The letter also stated that if the market value of listed
securities is $50 million or more for a minimum of 10 consecutive business
days, the Nasdaq Staff may determine that the company has regained compliance
with the market capitalization rule. The letter further stated that if the
company cannot demonstrate compliance with the market capitalization
requirement by October 31, 2005, Genelabs would receive written confirmation of
noncompliance.

Genelabs securities will continue to trade on the Nasdaq National Market until
the transfer application has been reviewed and approved, a process Genelabs
expects to take one to two weeks. If Genelabs' application to transfer its
listing to the Nasdaq Capital Market is approved and the listing is
transferred, the company will be subject to the continued listing requirements
of the Nasdaq Capital Market after such transfer, and no longer subject to the
continued listing requirements of the Nasdaq National Market. Genelabs
currently meets the requirements for listing on the Nasdaq Capital Market with
the exception of the $1.00 minimum closing bid price requirement, although the
company cannot provide assurance that in the future it will continue to meet
these requirements.

Under the rules of the Nasdaq Capital Market, Genelabs would have an additional
grace period through March 16, 2006 to comply with the $1.00 minimum closing
bid price requirement on the Nasdaq Capital Market, thereby providing the
company with sufficient time to effect a reverse stock split that was approved
by the company's shareholders on June 14, 2005.

About Genelabs
- --------------
Genelabs Technologies, Inc. is a biopharmaceutical company focused on the
discovery and development of pharmaceutical products to improve human health.
We have built drug discovery and clinical development capabilities that can
support various research and development projects. Genelabs is currently
concentrating its capabilities on developing a late-stage product for lupus,
discovering novel compounds that selectively inhibit replication of the
hepatitis C virus and advancing preclinical development of compounds from this
hepatitis C virus drug discovery program. We believe that these high-risk,
potentially high reward programs focus our research and development expertise
in areas where we have the opportunity to generate either first-in-class or
best-in-class products that will address diseases for which current therapies
are inadequate. For more information, please visit www.genelabs.com.

Note: Genelabs(R) and the Genelabs logo are registered trademarks and
Prestara(TM) is a trademark of Genelabs Technologies, Inc.

NOTE ON FORWARD LOOKING STATEMENTS AND RISKS: This press release contains
forward-looking statements including statements regarding the continued trading
of the company's stock on the Nasdaq National Market, the timing of the review
of the company's application to transfer to the Nasdaq Capital Market, and the
compliance with Nasdaq Capital Market listing requirements. These
forward-looking statements are based on Genelabs' current expectations and are
subject to uncertainties and risks that could cause actual results to differ
materially from the statements made. Uncertainties and risks include, without
limitation, delisting of Genelabs common stock from the Nasdaq National Market;
delay or denial of Genelabs' application to list on the Nasdaq Capital Market;
fluctuations in Genelabs' stock price; events which reduce Genelabs' future
prospects, thus negating any advantage that may be anticipated from a reverse
stock split; failures or setbacks in our HCV research programs or in our
collaboration with Gilead; progress and announcements by competitors regarding
their HCV programs; regulatory problems or delays regarding Prestara(TM),
including an adverse response from the FDA or a determination to discontinue
development of Prestara; increases in expenses and Genelabs' capital
requirements and history of operating losses. Please see the information
appearing in Genelabs' filings with the Securities and Exchange Commission,
including our most recent Annual Report on Form 10-K, under the captions "Risk
Factors" and "Forward-Looking Statements" for more discussion regarding these
uncertainties and risks and others associated with the company's research
programs, early stage of development and other risks which may affect the
company or cause actual results to differ from those included in the
forward-looking statements. Genelabs does not undertake any obligation to
update these forward-looking statements or risks to reflect events or
circumstances after the date of this release.