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):  July 18, 2008

H&Q LIFE SCIENCES INVESTORS

(Exact name of Registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of incorporation)

811-06565	04-3147016
(Commission File Number)	(I.R.S. Employer Identification No.)

2 Liberty Square, 9th Floor, Boston, MA 02109

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code:  (617) 772-8500

Not Applicable

(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 obligation of the registrant under any of the following provisions:

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 Rule13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 8.01 Other Events

The Board of Trustees of the Registrant adopted Amended and Restated By-Laws effective as of July 17, 2008, as described in the press release published on July 18, 2008, which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release dated July 18, 2008

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.

	H&Q LIFE SCIENCES INVESTORS
Date: July 18, 2008	By: /s/ Daniel R. Omstead
	Daniel R. Omstead
	President

2

EX-99.1

Exhibit 99.1

07/18/2008 – The Board of Trustees of H&Q Life Sciences Investors Adopts Amendments to the By-laws of the Fund

On July 17, 2008, the Board of Trustees of H&Q Life Sciences Investors (the “Fund”) adopted amendments to the By-laws of the Fund. The Trustees determined that the By-laws should be updated in order to ensure an orderly and informed shareholder meeting process for all participating shareholders. Generally, the amendments: (i) provide that holders of a majority of shares of the Fund entitled to vote at a meeting will be required to call a special meeting of shareholders, (ii) further specify the process for calling such a meeting, and (iii) establish time periods and information requirements for the submission of shareholder proposals (other than pursuant to regulations of the U.S. Securities and Exchange Commission (the “SEC”)).

Shareholder proposals for the 2009 annual meeting of shareholders must be submitted to the Fund’s secretary between February 12, 2009 and March 14, 2009, unless the meeting date is more than 30 days before or after June 12, 2009.  The Fund’s amended By-laws do not affect the notice periods for shareholder proposals to be included in the Fund’s proxy statements under the rules of the SEC. The amended By-laws have been filed as an exhibit to the Fund’s registration statement on Form N-2. The Fund’s Form N-2 is available at the SEC’s website at www.sec.gov.

H&Q Life Sciences Investors (NYSE: HQL) is a closed-end fund that invests in public and private companies in the life sciences industries. Hambrecht & Quist Capital Management LLC, based in Boston, serves as Investment Adviser to the Fund. Shares of the Fund can be purchased on the New York Stock Exchange through any securities broker.

For additional information, please consult www.hqcm.com or call (617) 772-8500.