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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. 1)



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



FOR THE TRANSITION PERIOD FROM              TO



Commission File Number 0-23223



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CURAGEN CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 06-1331400                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



555 Long Wharf
Drive, 11th Floor, New Haven, Connecticut 06511

(Address of principal executive office) (Zip Code)



Registrants telephone number, including area code: (203) 401-3330



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act)    Yes  x    No ̈



The number of
shares outstanding of the Registrants common stock as of July 30, 2004 was 50,084,106.



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EXPLANATORY NOTE



We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 as an
exhibit-only filing in response to comments we received from the Securities and Exchange Commission on a confidential treatment request we made for certain portions of Exhibits 10.1 and 10.2 in our original Form 10-Q. This Amendment No. 1 to our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 is being filed solely to amend Item 6.A. to re-file Exhibits 10.1 and 10.2. The re-filed exhibits disclose portions that had previously been redacted pursuant to our request for
confidential treatment.



This Amendment No. 1 to our Form 10-Q
for the quarter ended June 30, 2004 does not reflect events occurring after the filing of our original Form 10-Q or modify or update those disclosures affected by subsequent events. No other modifications or changes have been made to our Form 10-Q
for the quarter ended June 30, 2004 as originally filed or the exhibits filed therewith.



We are refiling Exhibit 10.1, Second Restated Collaboration Agreement, dated April 12, 2004, between Abgenix, Inc. and the Registrant, and Exhibit 10.2 License and Collaboration Agreement, dated June 3, 2004, between
TopoTarget A/S and the Registrant. Confidential treatment has been granted for certain portions of Exhibits 10.1 and 10.2, which have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.



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Part II - Other Information



Item 6. Exhibits and Reports on Form 8-K



| | A. | Exhibits
| | -- | --------



|              |  |                                                                                                                                                               
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|*Exhibit 10.1 |  | Second Restated Collaboration Agreement, dated April 12, 2004, between Abgenix, Inc. and the Registrant.                                                      
|              | 
|*Exhibit 10.2 |  | License and Collaboration Agreement, dated June 3, 2004, between TopoTarget A/S and the Registrant.                                                           
|              | 
|Exhibit 31.1  |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                           
|              | 
|Exhibit 31.2  |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                           
|              | 
|! Exhibit 32  |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).

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|* | Confidential treatment has been granted for the redacted portions of this agreement. A complete copy of this agreement, including the redacted portions, has been filed separately
with the Securities and Exchange Commission.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|! | Previously filed.
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SIGNATURES



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 thereunto
duly authorized.





|                      |  |                     |  |                                                                                                                               
|--------------------- |  | ------------------- |  | ------------------------------------------------------------------------------------------------------------------------------
|                      |  | CuraGen Corporation
|                      |  |                    
|Dated: April 11, 2005 |  | By:                 |  | /s/ David M. Wurzer                                                                                                           
|                      |  |                     |  | David M. Wurzer                                                                                                               
|                      |  |                     |  | Executive Vice-President, Chief Financial Officer and
Treasurer (principal financial and accounting officer of the registrant)



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CURAGEN CORPORATION



EXHIBIT INDEX



|              |  |                                                                                                                                                               
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.           |  |                                                                                                                                                               
|*Exhibit 10.1 |  | Second Restated Collaboration Agreement, dated April 12, 2004, between Abgenix, Inc. and the Registrant.                                                      
|              | 
|*Exhibit 10.2 |  | License and Collaboration Agreement, dated June 3, 2004, between TopoTarget A/S and the Registrant.                                                           
|              | 
|Exhibit 31.1  |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                           
|              | 
|Exhibit 31.2  |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                           
|              | 
|! Exhibit 32  |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).

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|* | Confidential treatment has been granted for the redacted portions of this agreement. A complete copy of this agreement, including the redacted portions, has been filed separately
with the Securities and Exchange Commission.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|! | Previously filed.
|- | -----------------