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As filed with the Securities and Exchange Commission on May 9, 2007.
 Registration No. 333-
   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 ENCYSIVE PHARMACEUTICALS INC.
  Delaware
    
    13-3532643(State or Other Jurisdiction
    
    (I.R.S. Employerof Incorporation or Organization)
    
    Identification No.)
 4848 Loop Central Drive, Suite 700
Houston, Texas 77081
 
 ENCYSIVE PHARMACEUTICALS INC.
2007 INCENTIVE PLAN, AS AMENDED
  
 Name, Address and Telephone
    
    Copy of Communications to:Number of Agent for Service:Bruce D. Given, M.D.
    
    Robert G. ReedyPresident and Chief Executive Officer
    
    Porter & Hedges, L.L.P.Encysive Pharmaceuticals Inc.
    
    1000 Main Street, 36thFloor4848 Loop Central Drive, Suite 700
    
    Houston, Texas 77002-6336Houston, Texas 77081
    
    (713) 226-6000(713) 796-8822
 CALCULATION OF REGISTRATION FEE
 ProposedAmount to
    
    
    Proposed Maximum Offering
    
    
    Maximum Aggregate
    
    
    Amount ofTitle of Each Class of Securities to be Registered
    
    
    be Registered (1)
    
    
    Price per Share (2)
    
    
    Offering Price (2)
    
    
    Registration FeeCommon Stock, par value $.005 per share
    
    
    2,600,000 (3)
    
    
    $3.30
    
    
    $8,580,000
    
    
    $264
 
 (1)
    
    Pursuant to Rule 416(a), also registered hereunder are an indeterminate number of shares of
common stock issuable as a result of the anti-dilution provisions of the Encysive
Pharmaceuticals Inc. 2007 Incentive Plan, as amended (the Plan).(2)
    
    Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of
the high and low sale prices for the common stock on The Nasdaq Global Market on May 4, 2007,
$3.30.(3)
    
    Includes one preferred stock purchase right (the Rights) for each share of common stock.
Pursuant to Rule 457(g) of the Securities Act no separate fee is required for the Rights.




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TABLE OF CONTENTS  PART IITEM 1. PLAN INFORMATIONITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATIONPART IIITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCEITEM 4. DESCRIPTION OF SECURITIESITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSELITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERSITEM 7. EXEMPTION FROM REGISTRATION CLAIMEDITEM 8. EXHIBITSITEM 9. UNDERTAKINGSSIGNATURESINDEX TO EXHIBITS2007 Incentive Plan, as amendedOpinion of Porter & Hedges, L.L.P.Consent of KPMG LLP    Table of Contents  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
 ITEM 1. PLAN INFORMATION
  
 ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
 PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
    
    Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as
amended (File No. 000-20117).
    
    Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No.
000-20117).
    
    Current Reports on Form 8-K filed on January 9, 2007, February 8, 2007, February
13, 2007, March 7, 2007, March 9,2007, March 13, 2007, March 20, 2007, March 21,
2007, April 2, 2007, April 17, 2007, April 24, 2007, April 30, 2007 and May 7, 2007
(File No. 000-20117) (excluding any information furnished pursuant to Item 2.02 or
Item 7.01 of any such current report on Form 8-K).
    
    A description of the Companys common stock contained in its registration
statement on Form 8-A effective June 18, 2001 (File No. 000-20117) and including any
other amendments or reports filed for the purpose of updating such description.
    
    A description of the Companys preferred stock purchase rights contained in its
registration statement on Form 8-A effective January 3, 2002 (File No. 000-20117).
  
 ITEM 4 DESCRIPTION OF SECURITIES
  
 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  2




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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
     
 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
 ITEM 8. EXHIBITS
 ExhibitNo.
    
    Description*4.1
    
    Encysive Pharmaceuticals Inc. 2007 Incentive Plan, as amended.*5.1
    
    Opinion of Porter & Hedges, L.L.P. with respect to the legality of the securities.*23.1
    
    Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).*23.2
    
    Consent of KPMG LLP.*24.1
    
    Power of Attorney (included on signature page of this registration statement).
 
 *
    
    Filed herewith. 3




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ITEM 9. UNDERTAKINGS
      provided, however
 bona fide
  bona fide
  4




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SIGNATURES
 th
 ENCYSIVE PHARMACEUTICALS INC.By:
    /s/ Bruce D. Given, M.D.Bruce D. Given, M.D.President and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ John M. Pietruski
    
    Chairman of the Board of Directors
    
    May 9, 2007John M. Pietruski/s/ Bruce D. Given, M.D.
    
    President, Chief Executive Officer and Director
    
    May 9, 2007Bruce D. Given, M.D.
    
    (Principal
Executive Officer)/s/ Richard A. F. Dixon, Ph.D.
Richard A. F. Dixon, Ph.D.
    
    Senior Vice President, Research,
Chief Scientific Officer and
Director
    
    May 9, 2007/s/ Gordon H. Busenbark

Gordon H. Busenbark
    
    Chief Financial Officer
(Principal Financial and 
Accounting Officer)
    
    May 9, 2007/s/ James T. Willerson, M.D.

James T. Willerson, M.D.
    
    Chairman of the Scientific
Advisory Board and Director
    
    May 9, 2007/s/ Ron J. Anderson, M.D.

Ron J. Anderson, M.D.
    
    Director
    
    May 9, 2007/s/ J. Kevin Buchi

J. Kevin Buchi
    
    Director
    
    May 9, 2007/s/ Robert J. Cruikshank

Robert J. Cruikshank
    
    Director
    
    May 9, 2007/s/ John H. Dillon, II

John H. Dillon, II
    
    Director
    
    May 9, 2007
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Signature
    
    Title
    
    Date/s/ Suzanne Oparil, M.D.

Suzanne Oparil, M.D.
    
    Director
    
    May 9, 2007/s/ James A. Thomson, Ph.D.

James A. Thomson, Ph.D.
    
    Director
    
    May 9, 2007
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INDEX TO EXHIBITS
 ExhibitNo.
    
    Description*4.1
    
    Encysive Pharmaceuticals Inc. 2007 Incentive Plan, as amended.*5.1
    
    Opinion of Porter & Hedges, L.L.P. with respect to the legality of the securities.*23.1
    
    Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).*23.2
    
    Consent of KPMG LLP.*24.1
    
    Power of Attorney (included on signature page of this registration statement).
 
 *
    
    Filed herewith. 7