8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  December 7, 2004

NITROMED, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50439	22-3159793
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

125 Spring Street Lexington, Massachusetts	02421
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (781) 266-4000

(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))

Item 1.01.Entry into a Material Definitive Agreement.

                On December 7, 2004, NitroMed, Inc. (“NitroMed”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc., Pacific Growth Equities, LLC, Deutsche Bank Securities Inc. and Bear, Stearns & Co. Inc., as representatives of the several underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), in connection with the issuance and sale of 3,247,878 shares of NitroMed common stock (the “Public Offering”).  Pursuant to the terms of the Underwriting Agreement, NitroMed has also granted the Underwriters the right to purchase up to 431,581 additional shares of NitroMed common stock to cover over-allotments.

                The description of the terms and conditions of the Underwriting Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to NitroMed’s Amendment No. 1 to its Registration Statement on Form S-1 (Registration No. 333-120280), filed with the Securities and Exchange Commission on November 24, 2004 and incorporated herein by this reference.

Item 8.01.Other Events.

                On December 8, 2004, NitroMed announced the pricing of the Public Offering.  The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits.

(c)  Exhibits

                The exhibit listed in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K.

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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.

Date: December 13, 2004	NITROMED, INC.
	By:	/s/ Lawrence E. Bloch
		Lawrence E. Bloch, M.D., J.D.
		Chief Financial Officer, Chief Business Officer, Secretary and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of NitroMed, Inc. dated December 8, 2004

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EX-99.1

Exhibit 99.1

NITROMED CONTACT:
Lawrence E. Bloch, M.D., J.D.
Chief Financial Officer and Chief Business Officer
Phone: (781) 266-4197

NitroMed Prices Public Offering of Common Stock

LEXINGTON, Mass.—(BUSINESS WIRE)—Dec. 8, 2004—NitroMed, Inc. (NASDAQ: NTMD) announced today the pricing of its public offering of 3,247,878 shares of its common stock at a price of $24.46 per share, before underwriting discounts and commissions.  The Company has also granted the underwriters an option to purchase up to an additional 431,581 shares of common stock to cover over-allotments, if any.  Proceeds to NitroMed from this offering, net of underwriting discounts and commissions, and estimated offering expenses total $74.2 million.

J.P. Morgan Securities Inc. and Pacific Growth Equities, LLC are acting as joint book-running managers of this offering. Deutsche Bank Securities Inc. and Bear Stearns & Co. Inc. are acting as co-managers.  Copies of the final prospectus relating to this offering may be obtained  from J.P. Morgan Securities Inc., 227 Park Avenue, New York, New York 10172.

 This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About NitroMed
NitroMed is an emerging pharmaceutical company focused on the research, development and commercialization of proprietary pharmaceuticals based on the therapeutic benefits of the naturally occurring molecule nitric oxide.

Of Note
Statements in this press release regarding NitroMed’s business which are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including those factors contained in the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on November 8, 2004, as amended, under the section “Risk Factors”. Forward-looking statements can be identified by forward-looking words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “should”, “will” and “would” or similar words. NitroMed assumes no obligations to update the information included in this press release.