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): September 29, 2000

                                AFFYMETRIX, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

    DELAWARE                    0-28218                         77-0319159
- ------------------       ------------------------          --------------------
(State of                (Commission File Number)            (IRS Employer
incorporation)                                             Identification No.)

        3380 Central Expressway, Santa Clara, California         95051
- -------------------------------------------------------------------------------
           (Address of principal executive offices)            (Zip Code)

                                 (408) 731-5000
                         -------------------------------
                         (Registrant's telephone number,
                              including area code)

                                       N/A
- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Items 1-4.

          Not Applicable.

Item 5.   OTHER EVENTS.

MERGER AGREEMENT WITH NEOMORPHIC, INC.

On September 29, 2000, Affymetrix, Inc. ("Affymetrix") entered into a definitive
merger agreement (the "Agreement") to acquire Neomorphic, Inc. ("Neomorphic"), a
privately-held computational genomics company. Under the terms of the Agreement,
Affymetrix generally will issue approximately 1.4 million shares of its stock in
exchange for all of Neomorphic's outstanding shares and the assumption of all of
Neomorphic's outstanding stock options. The transaction will be accounted for as
a purchase transaction, and is expected to close in the fourth quarter of 2000,
subject to customary closing conditions. Affymetrix has agreed to register the
resale of the Affymetrix stock issued in the transaction following the closing.
The number of shares of Affymetrix stock to be issued in the transaction may be
increased or decreased depending on Affymetrix' stock performance prior to the
effective date of the registration statement. In lieu of any such increase in
the number of shares of Affymetrix stock to be issued in the transaction,
Affymetrix has the option of paying cash in an aggregate amount not to exceed
$20 million.



Affymetrix' and Neomorphic's joint press release announcing the execution of the
Agreement is filed as Exhibit 99.1 hereto and is incorporated by reference
herein.

FORMATION OF PERLEGEN SCIENCES, INC.

Affymetrix issued a press release on October 3, 2000 announcing that it has
formed a new genomics subsidiary called Perlegen Sciences, Inc. Affymetrix'
press release announcing the formation of Perlegen Sciences, Inc. is filed as
Exhibit 99.2 hereto and is incorporated by reference herein.

Item 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS

          Not Applicable.

Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)  Not Applicable.

(b)  Not Applicable.

(c)  Exhibits

The following exhibits are filed herewith:

Exhibit Number             Description
- --------------             -----------

99.1                       Press Release
99.2                       Press Release

Item 8.   CHANGE IN FISCAL YEAR.

          Not Applicable.

Item 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

          Not Applicable.


                                    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.

                                    AFFYMETRIX, INC.

                                    By:  /s/ VERN NORVIEL
                                       -------------------------------------
                                       Name:  Vern Norviel
                                       Title: Senior Vice President, General
                                              Counsel and Secretary

Date: October 3, 2000




                                  EXHIBIT INDEX

Exhibit
Number            Description
- -------           -----------

99.1              Press Release
99.2              Press Release

EX-99.1

                                                                   EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:          AFFYMETRIX, INC.                   NEOMORPHIC, INC.
                  Edward M. Hurwitz                  Cyrus L. Harmon
                  Vice President and                 President and
                  Chief Financial Officer            Chief Executive Officer
                  (408) 731-5000                     (510) 981-8500

                  Anne Bowdidge                      Holly Hartz
                  Director of Investor Relations     Director, External
                  (408) 731-5925                     Communications
                                                     (510) 981-8560

     AFFYMETRIX ANNOUNCES DEFINITIVE MERGER AGREEMENT WITH NEOMORPHIC, INC.

  ACQUISITION OF PRIVATELY HELD COMPUTATIONAL GENOMICS COMPANY WILL ACCELERATE
               COMMERCIALIZATION OF DNA INFORMATION TECHNOLOGIES

      COMBINATION WILL PROVIDE RESEARCHERS WITH THE MOST COMPLETE VIEW OF
                                THE HUMAN GENOME

SANTA CLARA AND BERKELEY, CA, OCTOBER 2, 2000 - Affymetrix, Inc. (Nasdaq: AFFX)
announced today that it has entered into a definitive agreement to acquire
Neomorphic, Inc., a privately-held, internationally recognized computational
genomics company.

Neomorphic and Affymetrix will focus on integrating and applying their
computational genomics and bioinformatics capabilities to develop new
products based on information from the Human Genome Project and from the
genomes of model organisms such as mouse, rat, DROSOPHILA and ARABIDOPSIS. It
is anticipated that products resulting from this effort will include whole
genome, high-density GeneChip-Registered Trademark- arrays, new data analysis
tools and a series of internet-accessible information products.

"Affymetrix and Neomorphic will combine their expertise to accelerate the
commercialization of the next generation of chip and information products for
the human genome and other model organisms," said Susan E. Siegel, President of
Affymetrix. "The real winners in this acquisition will be our customers, who
will have a more comprehensive view of key genomes than has previously been
available, along with powerful new tools to interpret and understand the
assembled genomic information, " Ms. Siegel said.

"Neomorphic's genome annotation tools enable us to identify and characterize
substantially all of the genes in a given genome," said Cyrus Harmon, President
and Chief Executive Officer of Neomorphic. "By joining forces with Affymetrix,
we unite our proven scientific approaches to understanding genomics with
industry leading tools for generating high-quality genomic information.
Together, we will generate complete, comprehensive views of important genomes on
high density DNA arrays and make vital content available to scientists
worldwide."

With the addition of Neomorphic, Affymetrix will strengthen its market
leadership position in the DNA array field and gain a number of significant
strategic advantages including:

- -    ACCELERATED INTRODUCTION OF NEW GENECHIP ARRAYS AND COMPLEMENTARY
     INFORMATION PRODUCTS. Affymetrix and Neomorphic researchers will work
     together to assemble and annotate the genomes of the major model organisms
     - human, mouse, rat and DROSOPHILA - and commercialize the next generation
     of whole genome GeneChip arrays for each of these important organisms.

- -    A NEW LEVEL OF CONNECTIVITY FOR CUSTOMERS. Affymetrix customers will have
     "click through" Internet access from their array results to the underlying
     biological information, providing greater ease of use and enhanced
     functionality.

- -    NEW INFORMATION AND SOFTWARE PRODUCTS THAT WORK IN CONJUNCTION WITH
     AFFYMETRIX HIGH-DENSITY ARRAYS. Affymetrix will provide customers with new
     tools that



     increase researchers' ability to manage, analyze and comprehend the
     ever-increasing quantities of genomic data.

Under the terms of the agreement, Affymetrix will issue approximately 1.4
million shares of its stock in exchange for all of Neomorphic's outstanding
shares and the assumption of all of Neomorphic's outstanding stock options. The
transaction will be accounted for as a purchase transaction, and is expected to
close in the fourth quarter of 2000, subject to customary closing conditions.
Affymetrix has agreed to register the resale of the Affymetrix stock issued in
the transaction following the closing. The number of shares of Affymetrix stock
to be issued in the transaction may be increased or decreased depending on
Affymetrix' stock performance prior to the effective date of the registration
statement. In lieu of any such increase in the number of shares of Affymetrix
stock to be issued in the transaction, Affymetrix has the option of paying cash
in an aggregate amount not to exceed $20 million.

Neomorphic, headquartered in Berkeley, CA, uses proprietary software algorithms
and computing infrastructure to analyze, assemble and annotate genomic and
expressed gene sequence data. Neomorphic's bioinformatics capabilities have been
demonstrated in several scientific settings, including the DROSOPHILA annotation
jamboree sponsored by Celera Genomics, and the Genome Annotation Assessment
Project. Through these efforts, Neomorphic demonstrated that its tools are the
most accurate at identifying genes and other regulatory regions within genomic
sequence. Neomorphic's work with its collaborators on the fruit fly annotation
project was published in the March 24, 2000 issue of SCIENCE and in the April,
2000 issue of GENOME RESEARCH. Neomorphic's clients include many leaders in the
pharmaceutical and genomics fields such as Celera Genomics, Millennium
Pharmaceuticals, Inc., Monsanto Company and The Institute for Genomic Research.

Affymetrix is a leader in developing and commercializing systems to acquire,
analyze and manage complex genetic information in order to improve the
quality of life. The Company's GeneChip-Registered Trademark- system consists
of disposable DNA probe arrays containing gene sequences on a chip, reagents
for use with the probe arrays, a scanner, and other instruments to process
the probe arrays and software to analyze and manage genetic information. The
Company's spotted array system enables individual researchers to create and
analyze custom microarrays on an easy-to-use, cost efficient platform.
Additional information on Affymetrix and GeneChip technology can be found at
www.affymetrix.com.

Investors may listen to Affymetrix' management discuss this announcement by
dialing domestic: 800-840-6219; international: 212-346-0162; passcode - 1959 on
Monday, October 2, from 7:30-9:00am PDT. A replay of this call will be available
for 72 hours, domestic: 800-633-8284; international: 858/812-6440; passcode -
16488104.

All statements in this press release that are not historical are
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act as amended, including statements regarding Affymetrix'
"expectations," "beliefs," "hopes," "intentions," "strategies" or the like. Such
statements are subject to risks and uncertainties that could cause actual
results to differ materially for Affymetrix from those projected, including, but
not limited to, uncertainties relating to technological approaches, product
development, manufacturing, market acceptance, personnel retention, equity
dilution, uncertainties related to the ability to realize benefits from
acquisitions, uncertainties related to cost and pricing of Affymetrix products,
dependence on collaborative partners, uncertainties relating to sole source
suppliers, uncertainties relating to FDA and other regulatory approvals,
competition, risks relating to intellectual property of others and the
uncertainties of patent protection and litigation. These and other risk factors
are discussed in Affymetrix' Annual Report on Form 10-K for the year ended
December 31, 1999 and other SEC reports, including its Quarterly Reports on Form
10-Q for subsequent quarterly periods. Affymetrix expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Affymetrix'
expectations with regard thereto or any change in events, conditions, or
circumstances on which any such statements are based. Affymetrix, GeneChip and
the Affymetrix logo are registered trademarks used by Affymetrix, Inc.

                                      # # #

EX-99.2

                                                                  EXHIBIT 99.2


FOR IMMEDIATE RELEASE:

Contact:          AFFYMETRIX, INC.                   PERLEGEN SCIENCES, INC.
                  Edward M. Hurwitz                  Brad Margus
                  Vice President and                 Chief Executive Officer
                  Chief Financial Officer            (408) 731-5347
                  (408) 731-5000

                  Anne Bowdidge
                  Director of Investor Relations
                  (408) 731-5925

             AFFYMETRIX ANNOUNCES FORMATION OF NEW GENOMICS COMPANY:
                                PERLEGEN SCIENCES

            -- NEW COMPANY WILL READ 50 HUMAN GENOMES IN ONE YEAR --

SANTA CLARA, CA -- OCTOBER 3, 2000 -- Affymetrix, Inc. (NASDAQ: AFFX) announced
today that it has formed a new genomics subsidiary called Perlegen Sciences,
Inc. The new company plans to employ approximately $100 million in third party
financing and Affymetrix' latest DNA scanning technology to read 50 genomes and
identify the millions of genetic variations between individuals and find
patterns in those variations. It will then work with pharmaceutical partners to
associate the patterns with health factors and drug responses.

Perlegen Sciences will utilize Affymetrix' microchip-based DNA scanning
capability, recruit additional scientists, scale up biological sample processing
and build a massive database system in order to become a source of information
about patterns of genetic variation between individuals and how those patterns
are associated with health and disease. Once it has scanned 50 genomes, the new
company will use these technologies and the patterns to scan entire genomes of
specific patient populations provided by pharmaceutical partners.

Brad Margus, who was recruited earlier this year to head the genome scanning
project at Affymetrix, will be the Chief Executive Officer of Perlegen Sciences.
An executive who has also been a national advocate for biological research on
behalf of people impacted by genetic disorders, Margus believes that the new
company's approach will have significant commercial and societal value. "This
new biotech firm will be first in showing that genome-wide genetic differences
play an important role in how the body reacts to the environment, develops
disease or responds to drugs. We hope to demonstrate an entirely new paradigm of
whole genome patterning," noted Margus. "Scientists will be able to understand
how an individual's many genes interact with each other, greatly accelerating
the drug development process and increasing the research productivity of drug
companies."

The new company will initially have exclusive access to whole wafer technology
developed by Affymetrix, the industry leader in DNA array technology. The genome
scanning technology now being used by Perlegen Sciences includes novel substrate
chemistry, wafer synthesis, sample preparation and innovative scanning
techniques that allow for the production of DNA arrays that place over 60
million DNA probes on a single glass substrate. Perlegen Sciences will become a
major customer of Affymetrix. Affymetrix will retain a substantial equity
position in Perlegen Sciences.

In conjunction with the highest resolution scanning technology available to read
each DNA sample, Perlegen Sciences will also be using a somatic cell genetic
approach to separate each pair of a person's chromosomes before reading the
individual's genetic profile. In taking this extra step, which involves fusing
human cell lines with rodent cells, Perlegen Sciences will be able to detect
genetic variations in each chromosome separately.

"By identifying millions of biologically significant variations between
individuals and associating genome-wide patterns with clinical findings, we'll
help researchers around the world narrow their searches for genes that affect
the management of health," said David R. Cox, M.D., Ph.D., who will be
Scientific Director for the new



company. Cox, professor of pediatrics and genetics at the Stanford University
School of Medicine and co-director of Stanford's Genome Center, took a
sabbatical from Stanford earlier this year in order to lead the scientific
effort at Affymetrix to scan entire genomes. "I wanted to be part of this
ambitious plan to compare the entire DNA profile of numerous individuals for the
first time in history," Cox explained.

Earlier this year, industry and government funded scientists announced that they
had finished sequencing the entire genetic code of a human being, reaching a
major milestone in biological research. Stephen Fodor, Ph.D., Chairman and Chief
Executive Officer of Affymetrix, believes that comparing the genetic profiles of
numerous individuals will create enormous value. "So far, no one has had
adequate technology to look at whole genome patterns found across many
individuals," said Fodor who will serve as the new firm's Chairman. "It's
thrilling to see the power of Affymetrix' technology once again being exploited
for new opportunities."

A Scientific Advisory Board will guide the new company from a scientific view.
Initial advisors include Nobel Laureate Paul Berg, Ph.D. who is Cahill Professor
in Cancer Research, Emeritus and Director of the Beckman Center for Molecular
Medicine and Genetic Medicine at Stanford University School of Medicine;
Aravinda Chakravarti, Ph.D., Director of the Johns Hopkins School of Medicine's
McKusick-Nathans Institute for Genetic Medicine; Jasper Rine, Ph.D., Professor
of Genetics in the Department of Molecular and Cellular Biology at the
University of California, Berkeley; Edward Rubin, M.D., Ph.D., Head of the
Department of Genome Sciences at Lawrence Berkeley National Laboratory; and
Lubert Stryer, M.D., Winzer Professor in the School of Medicine and Professor of
Neurobiology at Stanford University.

As an example of how the new company's technology might be applied, Margus
pointed to disorders such as Alzheimer's, cancer or hypertension that scientists
suspect are caused by the effects of many genes rather than just one. "In order
to identify the genes involved in these complex diseases," Margus said,
"researchers need to compare the DNA of many individuals who have the disease to
the DNA of many people who don't have the disease. Until now there hasn't been
any quick, reliable and cost effective way to do this."

"Similarly, if a drug company has invested hundreds of millions of dollars to
develop a new product, only to find that some clinical trial participants have
unacceptable side-effects to it, that company is typically forced to abandon the
candidate drug just before the finish line," Margus said. "With our genome-wide
scanning technology, we hope to identify individuals at risk for these side
effects, allowing these drugs to have a significant market."

To associate individual genetic profiles with drug response, a pharmaceutical
company needs to analyze the DNA of many of the participants in the trial and
then find the genetic differences that can be used to categorize patients by
their responses. Only then can it obtain regulatory approval to market the drug
and to recoup its R&D investment. "There are dozens of drugs sitting on shelves
at pharmaceutical companies that are safe and effective for ninety percent of
the population. By using whole genome scanning to identify the ten percent of
people who don't respond well, we can dramatically increase the availability of
important drugs," Margus emphasized.

Specific details of the agreements between Perlegen Sciences and Affymetrix were
not disclosed, and the agreements are subject to final documentation and the
approval of the Board of Affymetrix.

The first word of the new company's name, "Perlegen," is derived from a Latin
word, "perlego," that means "to scan, to examine all over, to survey thoroughly,
or to read through."

Affymetrix is a leader in developing and commercializing systems to acquire,
analyze and manage complex genetic information in order to improve the
quality of life. Affymetrix' GeneChip-Registered Trademark- system consists
of disposable DNA probe arrays containing gene sequences on a chip, reagents
for use with the probe arrays, a scanner, and other instruments to process
the probe arrays and software to analyze and manage genetic information.
Affymetrix' spotted array system enables individual researchers to create and
analyze custom microarrays on an easy-to-use, cost efficient platform.



Additional information on Affymetrix and GeneChip technology can be found at
www.affymetrix.com.

All statements in this press release that are not historical are
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act as amended, including statements regarding Affymetrix'
"expectations," "beliefs," "hopes," "intentions," "strategies" or the like. Such
statements are subject to risks and uncertainties that could cause actual
results to differ materially for Affymetrix from those projected, including, but
not limited to, uncertainties relating to technological approaches, product
development, manufacturing, market acceptance, personnel retention, equity
dilution, uncertainties related to the ability to realize benefits from
acquisitions, uncertainties related to cost and pricing of Affymetrix products,
dependence on collaborative partners, uncertainties relating to sole source
suppliers, uncertainties relating to FDA and other regulatory approvals,
competition, risks relating to intellectual property of others and the
uncertainties of patent protection and litigation. These and other risk factors
are discussed in Affymetrix' Annual Report on Form 10-K for the year ended
December 31, 1999 and other SEC reports, including its Quarterly Reports on Form
10-Q for subsequent quarterly periods. Affymetrix expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Affymetrix'
expectations with regard thereto or any change in events, conditions, or
circumstances on which any such statements are based. Affymetrix, GeneChip and
the Affymetrix logo are registered trademarks used by Affymetrix, Inc.

Perlegen Sciences is a trademark of Perlegen Sciences, Inc.

                                       ###