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): August 29, 2005

AMYLIN PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-19700		33-0266089
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9360 Towne Centre Drive, Ste. 110

San Diego, California 92121

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 552-2200

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On August 29, 2005, Amylin Pharmaceuticals, Inc. (the “Company”) entered into an Underwriting Agreement with Goldman, Sachs & Co. (the “Underwriter”) relating to the sale to the Underwriter of 5,068,138 shares (the “Offering Shares”) of the Company’s common stock, par value $0.001 per share, to the Underwriter. The Company filed a prospectus supplement dated August 29, 2005 relating to the issuance and sale of the Offering Shares with the United States Securities and Exchange Commission on August 30, 2005.

The Underwriter and its affiliates have, from time to time, performed, and may in the future perform various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and incorporated by reference herein.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(C) Exhibits.

Number		Description
1.1		Underwriting Agreement, dated August 29, 2005, by and between Amylin Pharmaceuticals, Inc. and Goldman, Sachs & Co.

SIGNATURE

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

	AMYLIN PHARMACEUTICALS, INC.

Dated: August 31, 2005	By:	/s/ Lloyd A. Rowland
		Lloyd A. Rowland
		Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

1.1

Underwriting Agreement, dated August 29, 2005, by and between Amylin Pharmaceuticals, Inc. and Goldman, Sachs & Co.