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): March 31, 2004

Date of Filing: March 31, 2004

Lynx Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-22570	94-3161073
(Commission File No.)	(IRS Employer Identification No.)

25861 Industrial Blvd.
Hayward, California 94545
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (510) 670-9300

TABLE OF CONTENTS

	Item 12. Results of Operations and Financial Condition
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

Item 12. Results of Operations and Financial Condition

On March 31, 2004, Lynx Therapeutics, Inc. issued a press release announcing financial results for the fourth quarter and fiscal year 2003. A copy of such press release, entitled “Lynx Announces 2003 Fourth Quarter and Full Year Financial Results,” is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Lynx Therapeutics, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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, thereunto duly authorized.

	LYNX THERAPEUTICS, INC.
Dated: March 31, 2004	By:	/s/ Kevin P. Corcoran
		Kevin P. Corcoran
		President and Chief Executive Officer (Principal Executive Officer)

INDEX TO EXHIBITS

99.1 Press release entitled “Lynx Announces 2003 Fourth Quarter and Full Year Financial Results,” dated March 31, 2004.

EX-99.1

                                                                    Exhibit 99.1

[LYNX LOGO]

COMPANY CONTACT:                                  INVESTOR CONTACT:
Kevin P. Corcoran                                 Lippert/Heilshorn & Associates
Chief Executive Officer                           Jody Cain
510/670-9300                                      310/691-7100

       LYNX ANNOUNCES 2003 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS

 CONFERENCE CALL TO BEGIN 2:00 P.M. PST MARCH 31 TO DISCUSS FINANCIAL RESULTS,
      RECENT TECHNOLOGY ACQUISITION AND NIH-ASSOCIATED SERVICES AGREEMENT

HAYWARD, CALIF. (MARCH 31, 2004) - Lynx Therapeutics, Inc. (Nasdaq: LYNX) today
announced financial results for the three and 12 months ended December 31, 2003.

"Reflecting our commitment to cost control measures, including headcount
reductions, we reported an $8.2 million improvement in operating results in
2003, compared with 2002," said Kevin P. Corcoran, president and chief executive
officer of Lynx Therapeutics. "In 2003, we signed new service agreements with
pharmaceutical firms, including Pfizer and Millennium Pharmaceuticals, and with
organizations including the Institute for Systems Biology, in addition to
extending our important relationship with DuPont. In all, we added 10 new
customer agreements last year while tightly managing our costs.

"This year is off to a very encouraging start," he added. "Last week we
announced the joint acquisition of a DNA technology asset that we expect will
strengthen our competitive position by allowing us to streamline our
high-throughput process and provide our customers with the in-house capability
to generate high-quality data. This followed our February announcement of a
multi-million dollar services agreement on behalf of the National Institutes of
Health (NIH) to jointly build a mouse transcriptome database that should
dramatically demonstrate the value of Massively Parallel Signature Sequencing,
or MPSS(TM), to the academic and commercial communities. Additionally, we have
taken measures to strengthen our cash position and further reduce expenses."

FOURTH QUARTER FINANCIAL RESULTS

Total revenues for the fourth quarter of 2003 were $2.0 million, compared with
$4.7 million for the comparable quarter in 2002. The decrease in total revenues
was due primarily to lower technology access and service fees, and a decrease in
collaborative research and other revenues. The Company's revenues have
historically fluctuated from quarter-to-quarter and year-to-year, and may
continue to fluctuate in future periods, due primarily to the nature of its
MPSS(TM) service fees. These fees are impacted principally by the timing and
number of biological samples received from customers and collaborators, and the
timing of Lynx's performance of related analyses on these samples.

Total operating costs and expenses for the 2003 fourth quarter were $4.9
million, down $2.6 million from $7.5 million for the 2002 fourth quarter.
Research and development expenses for the fourth quarter 2003 were $2.4 million,
down $1.8 million from $4.2 million in the prior-year quarter. General and
administrative expenses were essentially flat at $1.8 million.

For the 2003 fourth quarter, the Company reported a loss from operations of $3.0
million, compared with a loss from operations of $2.8 million reported in the
2002 fourth quarter. The net loss for the fourth quarter of 2003 was $3.5
million, or $0.65 per share, compared with a net loss of $3.0 million, or $0.69
per share, for the 2002 fourth quarter. The per-share amounts for both periods
reflect the effect of a 1-for-7 reverse split of Lynx's common stock completed
on January 15, 2003.

FULL YEAR 2003 FINANCIAL RESULTS

Total revenues for the year ended December 31, 2003 were $18.1 million, up 4%
from total revenues of $17.4 million for 2002. Technology access and service
fees revenues of $16.6 million increased by $2.8

million from $13.8 million reported in the prior year. Collaborative research
and other revenues were $1.5 million in 2003, compared with $3.6 million in
2002.

For the year ended December 31, 2003, the Company reported an operating loss of
$5.5 million, down from $13.7 million for the year ended December 31, 2002.
Total operating costs and expenses were $23.6 million in 2003, down from $31.1
million in 2002. The net loss for 2003 was $8.6 million, or $1.76 per share,
compared with a net loss of $15.5 million, or $4.50 per share, for 2002.

As of December 31, 2003, Lynx had cash and cash equivalents of $5.6 million,
including restricted cash of $0.7 million. Since the close of 2003, the Company
has privately raised $4.0 million in additional equity financing.

COLLABORATIONS AND AGREEMENTS

Lynx is aggressively pursuing a variety of opportunities directed toward
establishing MPSS(TM) as the technology of choice for comprehensive gene
expression, genome structure, and epigenomics analysis based on its ability to
uniquely capture and sequence RNA and DNA fragments.

In February 2004 Lynx announced a new multi-million dollar services agreement
with a consortium of Institutes of the National Institutes of Health (NIH) to
characterize gene expression patterns in a large number of tissues from the
common laboratory mouse using Lynx's MPSS(TM) technology. The purpose of this
project is to build a reference transcriptome database to assist the biomedical
research community's efforts in determining the function of genes associated
with disease. This database will also provide an essential baseline dataset for
researchers in drug and diagnostic marker discovery and development.

In 2003 Lynx added the following customers to its genomics business:

      -     PFIZER: Studying cell samples from normal and disease-affected
            patients in an effort to provide information on specific genes
            involved in disease progression.

      -     MILLENNIUM PHARMACEUTICALS: Working to identify cell-specific gene
            markers for a certain blood cell type, and to evaluate gene
            expression patterns from RNA in peripheral blood monocytes in
            response to treatments with specific compounds.

      -     IBM AND INSTITUTE FOR SYSTEMS BIOLOGY: Investigating samples from
            human immune system cells to study how such cells respond to
            infectious diseases.

      -     INSTITUTE FOR SYSTEMS BIOLOGY: Analyzing prostate cancer samples to
            develop a systems biology approach to understanding cancer.

      -     NATIONAL INSTITUTE ON AGING: Studying human stem cell samples to
            understand the underlying principles of normal as well as abnormal
            cell differentiation, which may lead to the development of novel
            approaches for prevention and treatment of many diseases including
            Alzheimer's and Parkinson's, spinal cord injuries, stroke and heart
            disease.

      -     GENOME INSTITUTE OF SINGAPORE: Characterizing transcripts in human,
            mouse and fish tissue samples to provide a more complete picture of
            the activity of all genes that are critically important in normal
            development and in disease.

      -     UNIVERSITY OF DELAWARE: Analyzing a comprehensive set of rice
            samples to define the patterns and levels of gene expression in the
            rice genome to advance researchers' understanding of rice molecular
            biology and genetic factors controlling important agronomical
            traits.

      -     NORTHEASTERN UNIVERSITY: Investigating Antarctic ice fish samples
            for the potential discovery of genes involved in red and white blood
            cell development, which may lead to new treatments and diagnostic
            probes for anemia, neutropenia and leukemia.

      -     INNOVATIVE DAIRY PRODUCTS: Examining mammary tissue from three
            diverse animal systems in an attempt to accelerate research in dairy
            genetics, particularly with regard to lactation performance.

      -     INTERNATIONAL LIVESTOCK RESEARCH INSTITUTE: Studying certain
            livestock parasites and the arthropod vectors that are responsible
            for transmission of these pathogens, including ticks and tsetse
            flies.

FINANCIAL GUIDANCE

Assuming sufficient funding for its operations, Lynx estimates that total
revenues in 2004 will be approximately $16 to $19 million. Revenues will depend
primarily on MPSS(TM) service fees, which are impacted principally by the timing
and number of biological samples received from existing customers and
collaborators, as well as Lynx's performance of related analyses on these
samples. Additionally, the number, type and timing of new collaborations and
agreements and the related demand for, and delivery of, Lynx's services or
products also will impact the level of future revenues.

CONFERENCE CALL

Lynx will host a conference call on Wednesday, March 31, 2004 at 2:00 p.m.
Pacific Standard Time (5:00 p.m. Eastern Standard Time) to discuss 2003
financial results, the acquisition of DNA sequencing technologies developed by
Manteia SA, the services agreement with SAIC-Frederick, Inc. on behalf of the
National Institutes of Health and other corporate events. To participate in this
call, please dial (877) 815-7177 (U.S./Canada) or (706) 679-0753
(International). A telephone replay of the call will be available until midnight
Eastern Time, Friday, April 2, 2004. To access the replay, dial (800) 642-1687
(U.S./Canada) or (706) 645-9291(International), and enter the conference ID
number 6206506. The conference call and replay are open to all interested
parties.

Individuals interested in listening to the conference call via the Internet may
do so by visiting www.lynxgen.com. A replay will be available on the Company's
Web site for 14 days.

About Lynx Therapeutics

Lynx Therapeutics is a leader in the development and application of novel
genomics analysis solutions. The Company's MPSS(TM) instruments analyze millions
of DNA molecules in parallel, enabling genome structure characterization at an
unprecedented level of resolution. As applied to gene expression analysis,
MPSS(TM) provides comprehensive and quantitative digital information important
to modern systems biology research in the pharmaceutical, biotechnology and
agricultural industries. For more information, visit Lynx's Web site at
www.lynxgen.com.

This press release contains "forward-looking" statements, including statements
related to the potential success under existing customer, collaboration and
license arrangements, the expansion and success of Lynx's commercial
applications of its genomics technologies and financial guidance, including
estimated future revenues. Any statements contained in this press release that
are not statements of historical fact may be deemed to be forward-looking
statements. Words such as "believes," "feels," "anticipates," "plans,"
"predicts," "expects," "estimates," "intends," "will," "continue," "may,"
"should" and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the results
of Lynx to differ materially from those indicated by these forward-looking
statements, including, among others, risks detailed from time to time in Lynx's
SEC reports, including its Annual Report on Form 10-K for the year ended
December 31, 2003. Lynx does not undertake any obligation to update
forward-looking statements.



                             LYNX THERAPEUTICS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)



                                                              Three months ended                 Year ended
                                                                 December 31,                   December 31,
                                                            -----------------------       -----------------------
                                                              2003           2002           2003          2002(b)
                                                            --------       --------       --------       --------
                                                          (unaudited)    (unaudited)    (unaudited)
                                                                                           
Net revenues:
 Technology access and service fees                         $  1,797       $  4,103       $ 16,600       $ 13,785
 Collaborative research and other                                183            595          1,501          3,621
                                                            --------       --------       --------       --------
Total revenues                                                 1,980          4,698         18,101         17,406

Operating costs and expenses:
 Cost of services fees and other                                 742          1,594          4,362          3,499
 Research and development                                      2,430          4,199         12,178         20,813
 General and administrative                                    1,770          1,701          6,773          6,271
 Restructuring charge for workforce reduction                     --             --            292            530
                                                            --------       --------       --------       --------
Total operating costs and expenses                             4,942          7,494         23,605         31,113
                                                            --------       --------       --------       --------
Loss from operations                                          (2,962)        (2,796)        (5,504)       (13,707)
 Equity in net loss of related party                            (231)           (17)        (1,930)        (2,522)
 Other income (expense), net                                    (341)           (98)          (914)           600
 Income tax provision (benefit)                                   --            110            202            (98)
                                                            --------       --------       --------       --------
Net loss                                                    $ (3,534)      $ (3,021)      $ (8,550)      $(15,531)
                                                            ========       ========       ========       ========
Basic and diluted net loss per share(a)                     $  (0.65)      $  (0.69)      $  (1.76)      $  (4.50)
                                                            ========       ========       ========       ========
Shares used in basic and diluted net loss per share(a)         5,408          4,375          4,854          3,455


(a)   Shares used in the computation of net loss per share for all periods shown
      above reflect the effect of the 1-for-7 reverse split of Lynx's common
      stock completed on January 15, 2003.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)



                                                          December 31,   December 31,
                                                              2003         2002(b)
                                                          ------------   ------------
Assets                                                    (unaudited)
                                                                   
 Cash and cash equivalents, including restricted cash       $ 5,609        $11,735
 Accounts receivable                                            402            836
 Other current assets                                         1,626          1,744
                                                            -------        -------
 Total current assets                                         7,637         14,315
 Property and equipment, net                                 10,987         15,570
 Other assets                                                   172          2,102
                                                            -------        -------
Total assets                                                $18,796        $31,987
                                                            =======        =======
Liabilities and Stockholders' Equity
 Current liabilities                                        $ 2,826        $ 4,332
 Deferred revenue - current                                     759          2,926
                                                            -------        -------
 Total current liabilities                                    3,585          7,258
 Deferred revenue - noncurrent                                4,213         10,634
 Noncurrent liabilities                                         932          2,039
 Stockholders' equity                                        10,066         12,056
                                                            -------        -------
Total liabilities and stockholders' equity                  $18,796        $31,987
                                                            =======        =======


(b)   The statement of operations amounts for the year ended, and balance sheet
      amounts as of, December 31, 2002 have been derived from audited financial
      statements at that date but do not include all of the information and
      footnotes required by generally accepted accounting principles for
      complete financial statements.

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