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): November 8, 2005

HUMAN GENOME SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-022962	22-3178468
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14200 Shady Grove Road, Rockville, Maryland 20850-7464
(Address of principal executive offices)            (ZIP Code)

Registrant’s telephone number, including area code: (301) 309-8504

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

Section 8 — Other Events

Item 8.01. Other Events.

     On November 8, 2005, Human Genome Sciences, Inc. (the “Company”) announced that it will redeem all of its outstanding 3³/4% Convertible Subordinated Notes Due 2007 (the “3³/4% Notes”) and all of its outstanding 5% Convertible Subordinated Notes Due 2007 (the “5% Notes”). The aggregate principal amount outstanding of the 3³/4% Notes and 5% Notes is $31.9 million and $12.4 million, respectively. A formal notice of redemption will be sent separately to the holders of each of the 3³/4% Notes and 5% Notes in accordance with the terms of the respective indentures. The redemption date will be December 1, 2005.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

     99.1 Press Release dated November 8, 2005.

SIGNATURES

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.

HUMAN GENOME SCIENCES, INC.
/s/ James H. Davis, Ph.D.
Name:	James H. Davis, Ph.D.
Title:	Executive Vice President, General Counsel and Secretary

Date: November 8, 2005

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Press Release dated November 8, 2005.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
CONTACTS:
Jerry Parrott
Vice President, Corporate Communications
301/315-2777
Kate de Santis
Director, Investor Relations
301/251-6003

HUMAN GENOME SCIENCES CALLS FOR REDEMPTION

ALL OF ITS REMAINING OUTSTANDING SUBORDINATED NOTES DUE 2007

ROCKVILLE, Maryland — November 8, 2005 — Human Genome Sciences, Inc. (Nasdaq: HGSI) today announced its decision to call all of its outstanding 3³/4% Convertible Subordinated Notes Due 2007 and all of its outstanding 5% Convertible Subordinated Notes Due 2007 for redemption on Thursday, December 1, 2005. The redemptions will complete Human Genome Sciences’ planned repurchase of all of its remaining outstanding subordinated notes due 2007.

Holders of the 3³/4% Notes will receive $1,006.30 in cash per $1,000 principal amount of 3³/4% Notes, plus accrued interest. Holders of the 5% Notes will receive $1,008.30 in cash per $1,000 principal amount of 5% Notes, plus accrued interest.

In lieu of redemption, holders may convert their 3³/4% Notes and 5% Notes into Human Genome Sciences Common Stock at any time on or prior to November 30, 2005. Given the conversion prices for the Notes, Human Genome Sciences expects that both the 3³/4% Note holders and the 5% Note holders will choose to redeem their Notes rather than to convert their Notes into Common Stock.

A notice of redemption is being mailed to all registered holders of the 3³/4% Notes and the 5% Notes as of today, November 8, 2005. Copies of the notice may be obtained from The Bank of New York by calling 1-800-548-5075.

Human Genome Sciences is a company with the mission to discover, develop, manufacture and market innovative drugs that serve patients with unmet medical needs, with a primary focus on protein and antibody drugs.

For additional information on Human Genome Sciences, please visit our web site at www.hgsi.com.

Health professionals or patients interested in inquiring about LymphoStat-B trials or any other study involving Human Genome Sciences products are encouraged to inquire via the Contact Us section of the company’s web site, www.hgsi.com/products/request.html, or by calling us at (301) 610-5790, extension 3550.

HGS and Human Genome Sciences are trademarks of Human Genome Sciences, Inc.

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are based on Human Genome Sciences’ current intent, belief and expectations. These statements are not guarantees of future performance and are subject to certain risks and uncertainties that are difficult to predict. Actual results may differ materially from these forward-looking statements because of the Company’s unproven business model, its dependence on new technologies, the uncertainty and timing of clinical trials, the Company’s ability to develop and commercialize products, its dependence on collaborators for services and revenue, its substantial indebtedness and lease obligations, its changing requirements and costs associated with planned facilities, intense competition, the uncertainty of patent and intellectual property protection, the Company’s dependence on key management and key suppliers, the uncertainty of regulation of products, the impact of future alliances or transactions and other risks described in the Company’s filings with the Securities and Exchange Commission. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of today’s date. Human Genome Sciences undertakes no obligation to update or revise the information contained in this announcement whether as a result of new information, future events or circumstances or otherwise.

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