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 13, 2007

INCYTE CORPORATION
(Exact name of registrant as specified in its charter)

(302) 498-6700
(Registrant’s telephone number,
including area code)

N/A
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

On March 13, 2007, the Board of Directors (the “Board”) of Incyte Corporation (the “Company”) approved an amendment to the Company’s 1991 Stock Plan (the “Stock Plan”) to provide that the Board may not (1) modify outstanding options issued under the Stock Plan to lower the exercise price of such options or (2) assume or accept the cancellation of outstanding options issued under the Stock Plan in return for the grant of a new options issued under the Stock Plan with a lower exercise price, in each case unless such action has been approved by the Company’s stockholders.

2007 Annual Incentive Compensation Plan

On March 13, 2007, the Board approved, upon the recommendation of the Compensation Committee of the Board, corporate objectives for 2007 relating to a cash bonus plan for the 2007 fiscal year.  The Company’s 2007 Annual Incentive Compensation Plan is a discretionary cash incentive award plan designed to align incentive awards for each participant’s individual performance with the Company’s corporate objectives.  Eligibility to participate in the plan and actual award amounts are not guaranteed and are determined, in the case of the Company’s executive officers, at the discretion of the Compensation Committee of the Board.  Each of the Company’s executive officers other than the President and Chief Executive Officer has a funding target under the plan of 50% of his or her annual base salary for the 2007 fiscal year, with the potential for actual awards under the plan to either exceed or be less than the funding target depending upon corporate performance, as well as each executive officer’s performance against individual goals.  The Company’s President and Chief Executive Officer has a funding target under the plan of 75% of his annual base salary, with the actual incentive award depending upon corporate performance, together with the Compensation Committee’s assessment of his individual performance.

Corporate performance objectives for 2007 are based on achievement of drug discovery and development objectives, representing 87.5% of the overall objectives; achievement of business development objectives, representing 7.5% of the overall objectives; and finance objectives, representing 5% of the overall objectives.  Threshold, target and outperform achievement levels were defined for each corporate objective and, depending on the achievement of those performance levels, payouts ranging from 0% to 150% may be made, with bonus opportunities enabling payouts of up to an additional 25%.

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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.

Dated:  March 19, 2007

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