8-K

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): April 27, 2004

Transkaryotic Therapies, Inc.

(Exact name of registrant as specified in charter)

Delaware	000-21481	04-3027191
(State or other juris- diction of incorporation	(Commission File Number)	(IRS Employer Identification No.)
700 Main Street, Cambridge, Massachusetts		02139
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 349-0200

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

TABLE OF CONTENTS

	Item 5. Other Events and Required FD Disclosure
	Item 7. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-25.1 FORM T-1
EX-99.1 PRESS RELEASE DATED APRIL 27, 2004

Item 5. Other Events and Required FD Disclosure

     On April 27, 2004, Transkaryotic Therapies, Inc. (“TKT” or the “Company”) announced that it intends to issue and sell $80 million principal amount of senior convertible notes due 2011. TKT would grant to the underwriters an overallotment option to purchase an additional $12 million principal amount of the notes within 30 days after the offering. JP Morgan Securities Inc. will be the sole book-running manager for the offering, SG Cowen & Co., LLC will be the joint lead manager for the offering and Pacific Growth Equities, LLC and RBC Capital Markets will be co-managers.

     The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

     A shelf registration statement (the “Registration Statement”) relating to the notes that the Company intends to sell has previously been filed with, and declared effective by, the Securities and Exchange Commission.

     In connection with the planned offering, the Company anticipates entering into an indenture with The Bank of New York, as trustee (a form of which was filed as an exhibit to the Registration Statement), and a supplemental indenture with the trustee, which will set forth certain terms of the senior convertible notes dues 2011 and include as an exhibit a form of note (the “Supplemental Indenture”). The Company is filing the Form T-1 with respect to the trustee and the planned offering as Exhibit 25.1 to this Current Report on Form 8-K.

Item 7. Financial Statements and Exhibits

Exhibit No.	Description
25.1	Form T-1 relating to The Bank of New York, as Trustee.
99.1	Press release issued by Transkaryotic Therapies, Inc. on April 27, 2004.

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 hereunto duly authorized.

Date: April 27, 2004	TRANSKARYOTIC THERAPIES, INC.
	By:	/s/Gregory D. Perry
		Gregory D. Perry
		Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
25.1	Form T-1 relating to The Bank of New York, as Trustee.
99.1	Press release issued by Transkaryotic Therapies, Inc. on April 27, 2004.

EX-25.1

Exhibit 25.1

Registration No. 333-51772

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           [X]

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)

One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

Transkaryotic Therapies, Inc.

(Exact name of obligor as specified in its charter)

Delaware	04-3027191
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

700 Main Street
Cambridge, Massachusetts	02139
(Address of principal executive offices)	(Zip code)

Senior Debt Securities
(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, NewYork, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)
4.	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)
6.	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 27th day of April, 2004.

THE BANK OF NEW YORK
By:	/s/ VAN K. BROWN Name: VAN K. BROWN Title: VICE PRESIDENT

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,752,987
Interest-bearing balances		7,153,561
Securities:
Held-to-maturity securities		260,388
Available-for-sale securities		21,587,862
Federal funds sold and securities purchased under agreements to resell Federal funds sold in domestic offices		165,000
Securities purchased under agreements to resell		2,804,315
Loans and lease financing receivables:
Loans and leases held for sale		557,358
Loans and leases, net of unearned income		36,255,119
LESS: Allowance for loan and lease losses		664,233
Loans and leases, net of unearned income and allowance		35,590,886
Trading Assets		4,892,480
Premises and fixed assets (including capitalized leases)		926,789
Other real estate owned		409
Investments in unconsolidated subsidiaries and associated companies		277,788
Customers’ liability to this bank on acceptances outstanding		144,025
Intangible assets
Goodwill		2,635,322
Other intangible assets		781,009

	Dollar Amounts
	In Thousands
Other assets		7,727,722
Total assets	$	89,257,901
LIABILITIES
Deposits:
In domestic offices	$	33,763,250
Noninterest-bearing		14,511,050
Interest-bearing		19,252,200
In foreign offices, Edge and Agreement subsidiaries, and IBFs		22,980,400
Noninterest-bearing		341,376
Interest-bearing		22,639,024
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices		545,681
Securities sold under agreements to repurchase		695,658
Trading liabilities		2,338,897
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		11,078,363
Bank’s liability on acceptances executed and outstanding		145,615
Subordinated notes and debentures		2,408,665
Other liabilities		6,441,088
Total liabilities	$	80,397,617
Minority interest in consolidated subsidiaries		640,126
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,284
Surplus		2,077,255
Retained earnings		4,955,319
Accumulated other comprehensive income		52,300
Other equity capital components		0
Total equity capital		8,220,158
Total liabilities minority interest and equity capital	$	89,257,901

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell	Directors
Alan R. Griffith

EX-99.1

Exhibit 99.1

CONTACTS:

Justine E. Koenigsberg	Daniella M. Lutz
Director, Corporate Communications	Corporate Communications Specialist
(617) 349-0271	(617) 349-0205

TKT ANNOUNCES PROPOSED OFFERING OF

SENIOR CONVERTIBLE NOTES DUE 2011

Cambridge, MA, April 27, 2004 — Transkaryotic Therapies, Inc. (Nasdaq: TKTX) today announced its intention to publicly offer $80 million principal amount of senior convertible notes due 2011. The company would grant to the underwriters an overallotment option to purchase an additional $12 million principal amount of the notes within 30 days after the offering. JP Morgan Securities Inc. will be the sole book-running manager for the offering, SG Cowen & Co., LLC will be the joint lead manager for the offering and Pacific Growth Equities, LLC and RBC Capital Markets will be co-managers.

A shelf registration statement relating to the notes that the company intends to sell has previously been filed with, and declared effective by, the Securities and Exchange Commission. Any offer, if at all, will be made only by means of a prospectus and a prospectus supplement. A copy of the prospectus and prospectus supplement related to the offering can be obtained when available from the Prospectus Department of JP Morgan Securities Inc., One Chase Manhattan Plaza, Floor 5b, New York, NY 10081.

The securities may not be sold nor may offers to buy be accepted prior to the time that the prospectus supplement is final. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About TKT

Transkaryotic Therapies, Inc. is a biopharmaceutical company primarily focused on researching, developing and commercializing treatments for rare diseases caused by protein deficiencies. Within this focus, the company markets Replagal, an enzyme replacement therapy for Fabry disease, and is developing treatments for Hunter syndrome and Gaucher disease. Outside its focus on rare diseases, TKT intends to commercialize Dynepo, a Gene-Activated® erythropoietin product for anemia related to kidney disease, in the European Union. TKT was founded in 1988 and is headquartered in Cambridge, Massachusetts, with additional operations in Europe, Canada and Latin America.

Gene-Activated® is a registered trademark and Replagal™ is a trademark of Transkaryotic Therapies, Inc. Dynepo™ is a trademark of Aventis.