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:  DECEMBER  21,  2000
                    (Date  of  earliest  event  reported)


                             INCYTE  GENOMICS,  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.)


               3160  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. ------------- (a) On December 21, 2000, Incyte Genomics, Inc. (the "Company") announced that it entered into an agreement to acquire Proteome, Inc., a privately held company based in Beverly, Massachusetts. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. (b) The 2001 Annual Meeting of Incyte Genomics, Inc. (the "Company") will be held on June 5, 2001 at such place and time as will be set forth in the Company's proxy statement relating to that meeting. A stockholder proposal not included in the proxy statement for the Company's 2001 Annual Meeting will be ineligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to the Secretary of the Company at the principal executive offices of the Company and otherwise complies with the provisions of the Company's Bylaws. To be timely, the Company's Bylaws provide that the Company must have received the stockholder's notice not less than 60 days nor more than 90 days prior to the scheduled date of such meeting. However, if notice or prior public disclosure of the date of the annual meeting is given or made to stockholders less than 70 days prior to the meeting date, the Company must receive the stockholder's notice by the earlier of (i) the close of business on the 10th day after the earlier of the day the Company mailed notice of the annual meeting date or provided such public disclosure of the meeting date and (ii) two days prior to the scheduled date of the annual meeting. For the Company's 2001 Annual Meeting of Stockholders, stockholders must submit written notice to the Secretary in accordance with the foregoing Bylaw provisions no later than April 6, 2001. Item 7. Financial Statements and Exhibits. ------------------------------------ (c) Exhibits 99.1 Press Release dated December 21, 2000.

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: December 21, 2000 INCYTE GENOMICS, INC. By: /s/ John M. Vuko ------------------- Name: John M. Vuko Title: Chief Financial Officer


EXHIBIT  99.1


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

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

Teresa  Gaines
Corporate  Communications
(650)  621-8711

                    INCYTE TO ACQUIRE PRIVATELY-HELD PROTEOME
   WORLD'S LARGEST ANNOTATION COMPANY IS NOW UNIQUELY POSITIONED TO ANNOTATE THE
                                 HUMAN PROTEOME

PALO  ALTO,  CA,  DECEMBER  21, 2000 - Incyte Genomics, Inc. (Nasdaq: INCY), the
leading  genomic information company, announced today it has signed a definitive
agreement  to  acquire  privately  held Proteome, Inc. of Beverly, MA, in a move
that  enhances  its  strategy  to  provide  the  life  science  community  with
cutting-edge  functional genomics information.  Founded in February 1995, by Dr.
James  I.  Garrels  and Dr. Joan E. Brooks, Proteome has developed an integrated
biological  knowledge  system  to  provide researchers with valuable information
related  to  gene and protein function.  This platform reduces the complexity of
the  genomic  information  landscape  by  revealing  biological  connections and
relationships  across  species.

"This  transaction  brings  together  two highly complementary genomic knowledge
base companies, enhancing the depth and scale of Incyte's core business in a way
that  better  positions  us  to  continue  to  capture  a  larger  share  of the
bio-pharmaceutical discovery research marketplace," said Roy A. Whitfield, Chief
Executive  Officer of Incyte.  "It supports our objective of growing shareholder
value  by  generating sustained growth, and broadening our base of key customers
and  partners.  Significantly,  it  will  enable us to deliver even better, more
comprehensive  solutions  to  a  broad spectrum of the life sciences community."

"The  combined  Proteome  and  Incyte  will  be  uniquely  positioned to provide
unparalleled  protein  annotation  for  the  human  genome.  By conducting cross
species  comparisons we will be able to provide a deeper level of annotation for
genes  in  Incyte's  well-established LifeSeq Gold database, making it even more
valuable  to  the  life  sciences  community,"  said  James  I.  Garrels, Ph.D.,
President and Chief Executive Officer of Proteome.  "This transaction presents a
unique  opportunity  to  deliver  more  comprehensive  genomic solutions to more
customers and partners in the life sciences community more swiftly.  It realizes
the  Proteome  vision, and joins two leading edge organizations in a way we find
very  exciting."

Under the terms of the agreement, Incyte will offer $77 million in a combination
of cash and equity, in exchange for all of Proteome's outstanding capital stock.
The acquisition, which will be accounted for as a purchase, is expected to close
before  the  end  of  the  year.

Proteome's  current  customers  include,  American  Home  Products, AstraZeneca,
Aventis,  Bristol-Myers  Squibb,  DuPont,  Eli  Lilly, Exelixis, Glaxo Wellcome,
Iconix,  Janssen,  Johnson  &  Johnson,  Merck,  Millennium,  Pfizer, Pharmacia,
Rosetta, Schering-Plough Research Institute, and SmithKline Beecham.  Before the
transaction,  Proteome  and  Incyte  served  many  of  the  same  customers with
different  products  and  services.

As  a  result  of  the  acquisition,  Incyte  expects  to  strengthen  its
industry-leading  database  offerings  by  adding  valuable  protein annotation.
Incyte's  LifeSeq  Gold  database  provides  the  most comprehensive view of the
entire human genome by integrating proprietary EST and full-length gene sequence
information,  mapping  data,  and  public  genomic  sequence  information.  The
database  contains  more  than 120,000 transcribed, or expressed, genes of which
approximately  half  are  unique  to  Incyte.

Proteome's  BioKnowledge  Library  consists  of database volumes for human, rat,
mouse,  worm,  yeast,  and other organisms useful to medical research.  Together
these volumes contain annotation and reference data for the over 50,000 proteins
available  in  the  public  domain.  Expert  curators  have  extracted  relevant
information for these proteins from published research articles and examined the
sequence to predict the functions of uncharacterized proteins, creating a unique
and  comprehensive  resource  for  drug  discovery.  Incyte  intends to promptly
extend  this  process  to  its  proprietary  proteins  found in its LifeSeq Gold
database,  the  most  comprehensive  view  of  the  expressed  human  genome.

"Proteome's  BioKnowledge  Library  has  been  widely adopted by pharmaceutical,
biotechnology, and academic institutions as a key information resource to better
understand  proteins and their functions," said Mr. Whitfield.  "The combination
of  Incyte's  proprietary  gene sequence information and Proteome's unparalleled
annotation  capabilities  uniquely positions us to annotate the human proteome."

Proteome  will maintain its facilities and operations in Beverly, Massachusetts.
Dr.  Garrels will continue to lead the Proteome organization and report directly
to  Mike  Lack,  Chief  Operating Officer of Incyte.  "We are delighted that Jim
Garrels  will  join the Incyte management team and continue to lead his talented
group  of  research scientists and employees.  We've closely followed their work
at  Proteome  for some time now, and we're confident this transaction represents
an  excellent  fit in culture, philosophy, and management style," said Mr. Lack.
"We're  very  happy  to  welcome  the  entire  Proteome  team  to  Incyte."

Incyte  management  will  hold  a conference call today to discuss recent events
including  today's  announcement.  The  telephone  number  to  join  the call is
973-633-1010.  The  conference  call  will begin at 10:00 a.m. PST.  A replay of
the  conference  call  will  be  available through the end of the day on Friday,
December  22,  2000  by  calling  402-220-0469.

Proteome,  Inc.  is  a  privately held, rapidly growing company that employs its
proprietary processes to compile, distill and transform protein information into
meaningful biological knowledge.  The company is uniquely positioned to annotate
the  human proteome.  Proteome currently has 25 pharmaceutical and biotechnology
companies  that  license the BioKnowledge Library.  Proteome's investors include
Boston  Millennia  Partners,  and  William  Blair  Capital  Partners,  L.L.C.
Additional  information  can  be  found  at  http://www.proteome.com.

Incyte  Genomics,  Inc.  is  the  leading  provider of an integrated platform of
genomic technologies designed to aid in the understanding of the molecular basis
of  disease.  Incyte  develops  and  markets  genomic  databases and partnership
programs,  genomic  data  management  software, microarray-based gene expression
services,  related reagents and services.  These products, programs and services
assist  pharmaceutical  and  biotechnology  researchers  with all phases of drug
discovery  and  development  including  gene  discovery,  understanding  disease
pathways,  identifying  new disease targets and the discovery and correlation of
gene  sequence  variation  to disease.  For more information, visit Incyte's web
site  at  http://www.incyte.com.

Except for the historical information contained herein, the matters set forth in
this  press release, including statements as to the timing of the closing of the
Proteome  acquisition,  Incyte's intention to extend the curation process to its
database  products,  whether  Incyte will strengthen its database offerings, and
the  potential  benefits  of  the  combination  of  the  two  companies,  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  satisfaction  of  certain conditions to
closing  of  the  proposed  acquisition,  the  ability  to  close  the  Proteome
acquisition,  the  ability  to  integrate  the  company  following  acquisition,
management  of  operations  in  remote  locations,  the  impact  of  alternative
technological  advances  and  competition, and other risks detailed from time to
time  in  Incyte's  SEC reports, including its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000.  Incyte disclaims any intent or obligation
to  update  these  forward-looking  statements.

                                       ###