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)    December 5, 2005
                                                    -------------------



                           GENELABS TECHNOLOGIES, INC.
- -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

   California           0-19222                       94-3010150
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  (State or Other Jurisdiction        (Commission             (IRS Employer
        of Incorporation)             File Number)         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 3.03   Material Modification to Rights of Securityholders

On December 5, 2005, the Board of Directors of Genelabs Technologies, Inc. (the
"Company") approved an amendment to the Company's Amended and Restated Articles
of Incorporation, whereby, effective upon its filing, each outstanding five
shares of the Company's common stock, no par value (the "Common Stock"), will be
converted into one share of Common Stock. The amendment was previously approved
by the Company's shareholders at the Company's 2005 Annual Meeting of
Shareholders held June 14, 2005.

A form of the certificate of amendment effecting the reverse stock split to be
filed with the California Secretary of State is attached hereto as Exhibit 3.1.
A copy of the press release announcing the approval of the amendment by the
Company's Board of Directors is filed as Exhibit 99.1 hereto.

Item 9.01   FINANCIAL STATEMENTS AND EXHIBITS.


(c) Exhibits


Exhibit
Number      Description
- ------      -----------

3.1         Form  of  Certificate  of  Amendment  of the  Amended  and  Restated
            Articles of Incorporation

99.1        Press Release dated December 6, 2005









                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        GENELABS TECHNOLOGIES, INC.



                                        By: /s/ Matthew M. Loar
                                            -------------------
                                            Name:  Matthew M. Loar
                                            Title: Chief Financial Officer
Date:  December 7, 2005





                                  EXHIBIT INDEX

Exhibit
Number      Description
- ------      -----------

3.1         Form  of  Certificate  of  Amendment  of the  Amended  and  Restated
            Articles of Incorporation

99.1        Press Release dated December 6, 2005

EX-3

                                                                    EXHIBIT 3.1


                        Form of Certificate of Amendment
                                       of
                            Articles of Incorporation
                                       of
                           Genelabs Technologies, Inc.

James A.D. Smith and Heather C. Keller certify that:

1.       They are the Chief Executive Officer and Secretary of Genelabs
         Technologies, Inc., a California corporation.

2.       The THIRD Article of the Articles of Incorporation of this corporation
         is hereby amended such that the following paragraph shall be inserted
         after the second paragraph thereof:

                  "(A) Upon the Certificate of Amendment becoming effective
                  pursuant to the California Corporations Code of the State of
                  California and without further action on the part of the
                  Corporation or its shareholders, each five (5) shares of
                  Common Stock then issued and outstanding shall be changed and
                  reclassified into one (1) fully paid and nonassessable share
                  of Common Stock. To reflect the said change and
                  reclassification, each certificate representing shares of
                  Common Stock then issued and outstanding, shall represent
                  one-fifth the number of shares of Common Stock issued and
                  outstanding after such change and reclassification; and the
                  holder of record of each five (5) shares of Common Stock will
                  have or be entitled to a certificate representing one (1)
                  share of Common Stock of the kind authorized by the
                  Certificate of Amendment. All holders of fractional shares
                  resulting from the reverse stock split shall, in lieu thereof,
                  be entitled to receive a cash payment in an amount equal to
                  the fraction to which the shareholder would otherwise be
                  entitled multiplied by the average of the closing prices of
                  the Common Stock on the thirty (30) trading days preceding the
                  date that is five (5) trading days before the effective time
                  of the reverse stock split (as adjusted for the reverse stock
                  split, or if such prices are not available, the average of the
                  last bid and asked prices of the Common Stock on such days, as
                  adjusted for the reverse stock split, or other price
                  determined by the Board of Directors)."

3.       The foregoing Amendment of Articles of Incorporation has been duly
         approved by the required vote of the holders of Common Stock pursuant
         to Section 903 of the California Corporations Code. The total number of
         outstanding shares of Common Stock as of the record date of the vote,
         April 22, 2005, was 88,503,779. No shares of Preferred Stock were
         outstanding. The number of shares voting in favor of the amendment
         equaled or exceeded the vote required. The percentage vote required was
         more than 50% of the outstanding shares of Common Stock.

        We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.

Dated: December     , 2005
                                                 ------------------------------
                                                 James A.D. Smith
                                                 Chief Executive Officer


                                                 ------------------------------
                                                 Heather C. Keller
                                                 Secretary

EX-99

                                                                  EXHIBIT 99.1



Contact: Matthew M. Loar
         Chief Financial Officer
         Phone: 650-562-1424

FOR IMMEDIATE RELEASE:
- ----------------------

            Genelabs Announces Board Approval of Reverse Stock Split

Redwood City, Calif. - December 6, 2005 - Genelabs Technologies, Inc.
(Nasdaq:GNLB) announced today that its board of directors has approved the
implementation of a one-for-five reverse split of the company's common stock.
The reverse split was previously approved by the company's shareholders at the
company's annual shareholder meeting on June 14, 2005.

Genelabs' common stock will begin trading on a split-adjusted basis when the
market opens on Monday, December 19, 2005. For a period of 20 trading days
beginning December 19, 2005, Genelabs' common stock will trade on a post-split
basis under the trading symbol "GNLBD" as an interim symbol to denote its new
status. After this 20 trading day period, Genelabs' common stock will resume
trading under the symbol "GNLB."

The reverse split is intended to broaden Genelabs' investor base and help the
company regain compliance with Nasdaq's $1.00 minimum bid price listing
requirement by increasing the share price and decreasing the number of shares,
warrants and options outstanding.

Genelabs had 88,868,865 shares of common stock issued and outstanding at the end
of trading on December 5, 2005, the date of board approval of the reverse split.
When the market opens on December 19, 2005, there should be approximately
17,773,773 shares issued and outstanding if no warrants or options are exercised
in the interim.

Genelabs will not issue fractional shares of common stock following the reverse
split. Shareholders otherwise entitled to fractional shares will receive a cash
payment equal to the average closing price of Genelabs common stock for the 30
trading days ending five days preceding the effective date of the reverse split.
Additional information about the reverse stock split is available in Genelabs'
definitive proxy statement filed with the Securities and Exchange Commission on
April 29, 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 capabilities that can support various research and
development projects. Genelabs is currently concentrating these capabilities on
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, while also developing a late-stage
product for lupus. 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 timing of the
effectiveness of the reverse split of Genelabs' common stock and the trading
price of Genelabs common stock after the reverse split is implemented. 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, fluctuations in Genelabs' stock price; events which reduce Genelabs'
future prospects, problems in initiating manufacturing or IND-enabling studies;
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.