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 23, 2008

HUMAN GENOME SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-22962
(Commission
File Number) 22-3178468
(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 5 — Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On July 23, 2008, David P. Southwell was appointed to serve on the Board of Directors (the “Board”) of Human Genome Sciences, Inc. (the “Company”). Until recently, Mr. Southwell served as Executive Vice President and Chief Financial Officer of Sepracor, Inc., a research-based pharmaceutical company, where he had responsibility for Corporate Planning, Development and Licensing. Prior to joining Sepracor, Mr. Southwell was Vice President, Investment Banking Division, at Lehman Brothers in New York.

     In connection with his appointment to the Board, and pursuant to the Company’s Amended and Restated 2000 Stock Incentive Plan, as amended, the Company granted Mr. Southwell options to purchase 25,000 shares of the Company’s common stock at a price of $7.00 per share.

     There is no arrangement or understanding between Mr. Southwell and any other person pursuant to which Mr. Southwell was selected as a director. Mr. Southwell will serve as a member of the audit committee of the Board. Mr. Southwell does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or an executive officer. The Board has determined that Mr. Southwell is an independent director and a financial expert under applicable Nasdaq rules.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

          99.1       Press release dated July 24, 2008.

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: July 24, 2008

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Press Release dated July 24, 2008

EX-99.1

Exhibit 99.1

HGS HUMAN GRNOME SCIENCES, INC.
14200 Shady Grove Road, Rockville, Maryland 20850

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 APPOINTS DAVID P. SOUTHWELL TO ITS BOARD
OF DIRECTORS

ROCKVILLE, Maryland – July 24, 2008 – Human Genome Sciences, Inc. (Nasdaq: HGSI) today announced that David P. Southwell has been appointed to the HGS Board of Directors. He will also serve as a member of the Company’s Audit Committee. Until recently, Mr. Southwell was at Sepracor, Inc., a research-based pharmaceutical company, where he served as Executive Vice President and Chief Financial Officer, and also had responsibility for Corporate Planning, Development and Licensing.

“David Southwell brings more than twenty years of experience and significant accomplishment to HGS in financial strategy, planning and business development,” said H. Thomas Watkins, President and Chief Executive Officer, HGS. “We look forward to benefiting from David’s experience and insight as we continue our transformation into a fully commercial biopharmaceutical company. We are pleased to welcome him to our Board.”

During his fourteen-year tenure at Sepracor, Mr. Southwell advanced through a series of senior management positions with increasing responsibility in finance, corporate planning, development and licensing. He was responsible for raising approximately $3 billion through public equity offerings and private placements of convertible debt securities. Prior to joining Sepracor, Mr. Southwell was Vice President, Investment Banking Division, at Lehman Brothers in New York.

Mr. Southwell graduated from Rice University, and received his M.B.A. from the Tuck School of Business at Dartmouth College. Mr. Southwell serves as Chairman of the Board of Directors for BioSphere Medical, Inc. and is a member of the Board of Directors of PTC Therapeutics, Inc. He is also Chairman of the Tuck School of Business MBA Advisory Board and a member of the Tuck School of Business “Investing for Excellence” Capital Campaign Steering Committee.

ABOUT HUMAN GENOME SCIENCES

The mission of HGS is to apply great science and great medicine to bring innovative drugs to patients with unmet medical needs.

The HGS clinical development pipeline includes novel drugs to treat hepatitis C, lupus, inhalation anthrax, cancer and other immune-mediated diseases. The Company’s

primary focus is rapid progress toward the commercialization of its two key lead drugs, Albuferon^® (albinterferon alfa-2b) for hepatitis C and LymphoStat-B^® (belimumab) for lupus. Phase 3 clinical trials of both drugs are ongoing.

ABthrax™ (raxibacumab) is in late-stage development for the treatment of inhalation anthrax, and the Company is on track to begin the delivery in fall 2008 of 20,000 doses of ABthrax to the Strategic National Stockpile under a contract entered into with the U.S. Government in June 2006. HGS also has three drugs in clinical development for the treatment of cancer, including two TRAIL receptor antibodies and a small-molecule antagonist of IAP (inhibitor of apoptosis) proteins. In addition, HGS has substantial financial rights to three products in the GSK clinical development pipeline.

For more information about HGS, please visit the Company’s web site at www.hgsi.com. Health professionals and patients interested in clinical trials of HGS products may inquire via e-mail to clinical_trials@hgsi.com. This e-mail address is being protected from spam bots, you need JavaScript enabled to view it or by calling HGS at (301) 610-5790, extension 3550.

HGS, Human Genome Sciences, ABthrax, Albuferon and LymphoStat-B are trademarks of Human Genome Sciences, Inc.

SAFE HARBOR STATEMENT

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 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. In addition, the Company will continue to face risks related to animal and human testing, to the manufacture of ABthrax and to FDA concurrence that ABthrax meets the requirements of the ABthrax contract. If the Company is unable to meet the product requirements associated with the ABthrax contract, the U.S. government will not be required to reimburse the Company for the costs incurred or to purchase any ABthrax doses, and we will not receive any of the expected revenues relative to ABthrax. 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.