8-K

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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: November 4, 2004

Tapestry Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-24320	84-1187753
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4840 Pearl East Circle, Suite 300W
Boulder, Colorado 80301
(Address of principal executive offices and zip code)

(303) 516-8500
(Registrant's telephone number, including area code)

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 Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

        On November 4, 2004, Tapestry Pharmaceuticals, Inc. issued a press release announcing its earnings for the third quarter of 2004. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits.

Exhibit No.	Description
99.1	Press release dated November 4, 2004 issued by Tapestry Pharmaceuticals, Inc.

        The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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.

Dated: November 4, 2004

TAPESTRY PHARMACEUTICALS, INC.
By:	/s/  GORDON LINK Gordon Link Senior Vice President, Chief Financial Officer

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated November 4, 2004 issued by Tapestry Pharmaceuticals, Inc.

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Item 2.02. Results of Operations and Financial Condition.
Item 9.01. Financial Statements and Exhibits.

SIGNATURES
INDEX TO EXHIBITS

EX-99.1

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Exhibit 99.1

	630 Fifth Avenue, Suite 3110 New York, NY 10111 Tel 212 218 8720 Fax 212 218 8721
	4840 Pearl East Circle, Suite 300W Boulder, CO 80301 Tel 303 516 8500 Fax 303 530 1296
	www.tapestrypharma.com

Press Release

Contact:	Tapestry Pharmaceuticals, Inc. L. Robert Cohen Vice President, Investor Relations 212 218 8715 lrcohen@tapestrypharma.com	Investor:	Lilian Stern Stern Investor Relations, Inc. 212 362 1200
		Media:	Peter Steinerman 516 374 3031

For Immediate Release

TAPESTRY REPORTS THIRD QUARTER 2004 RESULTS

        Boulder, CO., November 4, 2004—Tapestry Pharmaceuticals, Inc. (Nasdaq: TPPH) announced today financial results for the third quarter and nine months ending September 29, 2004.

        The operating loss for the third quarter of 2004 was $7.7 million compared to an operating loss of $4.7 million for the third quarter 2003. For the nine months ended September 29, 2004 Tapestry reported an operating loss of $19.0 million compared to an operating loss of $14.9 million for the same period in 2003.

        The net loss for the third quarter of 2004 was $4.8 million, or $0.14 basic and diluted loss per share, which included $3.0 million of income from discontinued paclitaxel operations. This compares to a net loss for the third quarter of 2003 of $6.1 million, or $0.20 basic and diluted loss per share, which included $1.1 million of loss from discontinued paclitaxel operations.

        The net loss for the nine months ended September 29, 2004 was $16.1 million, or $0.50 basic and diluted loss per share, which included $3.0 million of income from discontinued paclitaxel operations, compared to a net loss of $10.9 million, or $0.36 basic and diluted loss per share in the prior year, which included $4.6 million of income from discontinued paclitaxel operations.

        As of September 29, 2004, Tapestry had $41.6 million in cash, cash equivalents, and short-term and long-term investments.

        "We are encouraged by the pre-clinical data we have seen so far in our oncology and Huntington's programs. Our near-term goal is to file INDs on two of our cancer compounds, TPI 287, our third generation taxane, and TPI 273, one of our novel quassinoids", commented Leonard P. Shaykin, Chairman and CEO of Tapestry Pharmaceuticals.

Quarterly Highlights

•

Tapestry presented promising data for its novel anticancer compound, TPI 273, which demonstrated inhibitory tumor activity in in vitro studies in multiple drug resistant tumor cell

lines. These results were presented in a poster at the AACR-NCI-EORTC 2004 International Conference on Molecular Targets and Cancer Therapeutics on October 1, 2004.

•

In September, Tapestry announced the initiation of a second in vivo study to establish the dose response for its proprietary oligonucleotides in a transgenic mouse model of Huntington's disease. This technology was also featured in the September issue of the Journal of Molecular Neuroscience in an article written by Dr. Eric Kmiec, Professor of Biological Sciences at the University of Delaware and Senior Scientific Advisor to Tapestry, in which he described the discovery of these proprietary oligonucleotides.



•

The Company received a $3.0 million cash payment from Mayne Pharma as a result of a settlement in the patent infringement lawsuit with Mylan Laboratories regarding stabilized formulations of paclitaxel. This payment was recorded in our financials in the quarter ended September 29, 2004.

About Tapestry Pharmaceuticals, Inc.

        Tapestry Pharmaceuticals, Inc. is a company focused on the development of proprietary therapies for the treatment of cancer and hereditary disease.

        For more information about Tapestry and its technologies, visit Tapestry's web site at www.tapestrypharma.com.

Forward Looking Statements

        The statements in this press release and on the Company's web site that are not historical facts are forward-looking statements that represent management's beliefs and assumptions as of the date of this release, based on currently available information. Forward-looking statements can be identified by the use of words such as "believes," "intends," "estimates," "may," "will," "should," "anticipates," "expected" or comparable terminology or by discussions of strategy, and include the statement as to the filing of INDs on two of our cancer compounds. Such statement involves risks and uncertainties including whether the results of our ongoing preclinical data demonstrate sufficient efficacy and do not demonstrate safety concerns and that the FDA doesn't require the submission of additional information, as well as other factors identified under the captions "Risk Factors", "Special Note Regarding Forward-Looking Statements" or "Cautionary Note Regarding Forward-Looking Statements" in the Company's documents filed from time to time with the SEC, including the Company's Current Report on Form 8-K/A, dated February 11, 2004, Annual Report on Form 10-K/A for the year ended December 31, 2003 filed with the Securities and Exchange Commission on May 5, 2004, and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2004. Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected. The Company disclaims any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.

        For further information, please contact L. Robert Cohen, Vice President, Investor Relations of Tapestry Pharmaceuticals, Inc. at 212 218 8715.

Tapestry Pharmaceuticals, Inc.
Balance Sheets
(In thousands)

		September 29, 2004		December 31, 2003
		(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents	$	2,296	$	2,281
	Short-term investments		30,450		48,501
	Accounts receivable, net		—		1,495
	Prepaid expense and other current assets		967		596
	Assets held for sale		—		205
Total current assets			33,713		53,078
Property, plant and equipment, net			1,005		1,156
Long-term investments			8,890		—
Other assets			3,355		3,532
Total assets		$	46,963	$	57,766
LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities		$	5,044	$	6,025
Notes payable-long term			16		41
Convertible debentures			6,167		5,702
Total stockholders' equity			35,736		45,998
Total liabilities and stockholders' equity		$	46,963	$	57,766

Tapestry Pharmaceuticals, Inc.
Statements of Operations
(In thousands, except per share data)
(Unaudited)

		Three Months Ended						Nine Months Ended
		September 29, 2004			October 1, 2003			September 29, 2004			October 1, 2003
Operating expenses:
	Research and development	$	5,718		$	2,033		$	12,777		$	6,819
	General and administrative		2,019			2,705			6,185			8,123
Operating loss			7,737			4,738			18,962			14,942
Other income (expense):
	Interest income		206			17			501			64
	Interest expense		(242	)		(202	)		(714	)		(655	)
Net loss from continuing operations			(7,773	)		(4,923	)		(19,175	)		(15,533	)
Discontinued operations:
	Income (loss) from discontinued operations		2,995			(1,140	)		3,035			4,590
Net loss		$	(4,778	)	$	(6,063	)	$	(16,140	)	$	(10,943	)
Basic and diluted loss per share from continuing operations		$	(0.23	)	$	(0.16	)	$	(0.59	)	$	(0.51	)
Basic and diluted income (loss) per share from discontinued operations		$	0.09		$	(0.04	)	$	0.09		$	0.15
Basic and diluted loss per share		$	(0.14	)	$	(0.20	)	$	(0.50	)	$	(0.36	)
Basic and diluted weighted average shares outstanding			33,309			30,759			32,537			30,397
Diluted weighted average shares outstanding relating to discontinued operations			33,445			31,017			33,204			30,451

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TAPESTRY REPORTS THIRD QUARTER 2004 RESULTS