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: FEBRUARY 23, 2000
                        (Date of earliest event reported)


                          INCYTE PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)


                 DELAWARE                  0-27488          94-3136539
      (State or other jurisdiction      (Commission        (IRS Employer
           of incorporation)            File Number)    Identification No.)


           3174 PORTER DRIVE, PALO ALTO, CALIFORNIA             94304
           (Address of principal executive offices)             (Zip Code)


       Registrant's telephone number, including area code:  (650) 855-0555


Item 5. Other Events. ------------- Attached hereto as Exhibit 99.1 and incorporated by reference herein is the press release dated February 23, 2000 announcing the Company's issuance of 2,000,000 of its common stock to selected institutional investors at a price of $211 per share. Item 7. Financial Statements and Exhibits. ------------------------------------ (c) Exhibits 99.1 Press release dated February 23, 2000 announcing the Company's issuance of 2,000,000 of its common stock to selected institutional investors at a price of $211 per share.

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. Dated: February 23, 2000 INCYTE PHARMACEUTICALS, INC. By /s/ John M. Vuko ------------------- Name: John M. Vuko Title: Executive Vice President and Chief Financial Officer


EXHIBIT  99.1


FOR  IMMEDIATE  RELEASE
- -----------------------

INCYTE
John  Vuko
Chief  Financial  Officer
(650)  845-4106


                 INCYTE ANNOUNCES $422 MILLION PRIVATE PLACEMENT


PALO ALTO, CALIFORNIA, FEBRUARY 23, 2000 - Incyte Pharmaceuticals, Inc. (Nasdaq:
INCY)  announced  today that it has entered into a definitive purchase agreement
for  the  sale  of  two  million shares of newly issued common stock to selected
institutional  investors  for  $422  million.  The purchase price is $211.00 per
share.

Incyte  stated  that  it  expects  to  use  the net proceeds of the offering for
working  capital  and  general corporate purposes.  Proceeds may also be used to
make  strategic  investments,  acquire  or  license  technology  or products, or
acquire  businesses  that  may  complement  its  business.

This  press  release does not constitute an offer to sell or the solicitation of
an  offer  to  buy  any security.  The shares have not been registered under the
Securities  Act  of  1933  or  applicable  state  securities laws and may not be
offered  or  sold  in the United States absent registration under the Securities
Act  and  applicable  state  securities laws or an applicable exemption from the
registration  requirements.

Except for the historical information contained herein, the matters set forth in
this  press  release, such as statements as to the expected use of net proceeds,
are  forward-looking  statements  within  the  meaning  of  the  "safe  harbor"
provisions  of  the  Private  Securities  Litigation  Reform Act of 1995.  These
forward-looking statements are subject to risks and uncertainties that may cause
actual  results  to  differ  materially,  including  the  impact  of alternative
technological  advances  and  competition,  changes  in  the  focus  of Incyte's
research and development activities, developments in litigation, and other risks
detailed from time to time in Incyte's SEC reports, including its Current Report
on  Form 8-K dated February 22, 2000.  Incyte disclaims any intent or obligation
to  update  these  forward-looking  statements.