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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-K/A


(Amendment No. 1)





|                                                |  |                                                                                                                   
|----------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------
|þ                                               |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934                          
|                                               
|For the Fiscal Year ended December 31,
    2002
|                                               
|or                                             
|                                               
|o                                               |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE
    REQUIRED)
|                                               
|                                                |  | For the Transition Period
    from          to                                                                    

Commission File Number 0-27765

Symyx Technologies, Inc.


(Exact name of registrant as specified in its
charter)


|                                                                                                                          |  |                                                                           
|------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------
|Delaware                                                                                                                  |  | 77-0397908                                                                
|(State or other jurisdiction of
    incorporation or organization)                                                        |  | (IRS Employer
    Identification Number)                                  
|3100 Central Expressway,
    Santa Clara, California 95051(Address of principal executive
    offices including zip code) |  | (408) 764-2000(Registrants telephone
    number,
    including area code)

SECURITIES REGISTERED PURSUANT TO SECTION
12(b) OF THE ACT:

None


SECURITIES REGISTERED PURSUANT TO SECTION
12(g) OF THE ACT:

Common Stock, $0.01 Par Value


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 þ         No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any
amendment to this
Form 10-K. o

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

The approximate aggregate market value of the
registrants common stock held by non-affiliates as of
June 28, 2002 (the last business day of the
registrants most recently completed second fiscal quarter)
was $394,591,799, based on the closing price for the common
stock on the Nasdaq National Market on such date.

As of March 7, 2003, there were
30,972,984 shares of the registrants common stock
outstanding. The approximate aggregate market value of the
registrants common stock held by non-affiliates as of such
date was $384,677,805, based upon the closing price for the
common stock listed on the Nasdaq National Market on such date.

DOCUMENTS INCORPORATED BY REFERENCE

Certain sections of the Proxy Statement to be
filed in connection with the 2003 Annual Meeting of Stockholders
are incorporated by reference into Part III of this
Form 10-K Report where indicated.

EXPLANATORY NOTE

Symyx Technologies, Inc. amends its Annual Report
on Form 10-K for the fiscal year ended December 31,
2002 (filed on March 11, 2003), as set forth in this
Form 10-K/A (Amendment No. 1), solely to include on
the cover page of Form 10-K the aggregate market value of
the common stock held by non-affiliates of the registrant as of
June 28, 2002, the last business day of the
registrants most recently completed second fiscal quarter
and to correct the approximate aggregate market value of the
common stock held by non-affiliates as of March 7, 2003.
This Form 10-K/A does not reflect events occurring after
the filing of the original Form 10-K, or modify or update
the disclosures therein in any way other than as required to
reflect the amendment described above.



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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.



| |                                               
| | ----------------------------------------------
| | SYMYX TECHNOLOGIES, INC.                      
| | (Registrant)                                  
|
| | /s/ STEVEN D. GOLDBY                          
| |                                               
| | Steven D. Goldby                              
| | Chairman of the Board, Chief Executive Officer
| | (Principal Executive Officer)                 

Date: March 14, 2003



| |                                               
| | ----------------------------------------------
| | /s/ JERYL L. HILLEMAN                         
| |                                               
| | Jeryl L. Hilleman                             
| | Senior Vice President, Chief Financial Officer
| | (Principal Financial and Accounting Officer)  

Date: March 14, 2003

2



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##### 



CERTIFICATION OF CHIEF EXECUTIVE
OFFICER

PURSUANT TO SECTION 302(a) OF THE
SARBANES-OXLEY ACT OF 2002

I, Steven D. Goldby, Chief Executive Officer of
Symyx Technologies, Inc., certify that:



|   |                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this annual report on
    Form 10-K/A of Symyx Technologies, Inc.;                                                                                                                                                                                                                                                          
|  
|2. | Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|  
|3. | Based on my knowledge, the financial statements,
    and other financial information included in this annual report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;                       
|  
|4. | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                       



| |    |                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c) | presented in this annual report our conclusions
    about effectiveness of the disclosure controls and procedures
    based on our evaluation as of the Evaluation Date;                                                                                                                                    



|   |                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of
    registrants board of directors (or persons performing the
    equivalent functions):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.



| |     |                     
| | --- | --------------------
| | By: | /s/ STEVEN D. GOLDBY

| |                        
| | -----------------------
| |                        
| | Steven D. Goldby       
| | Chairman of the Board, 
| | Chief Executive Officer

Date: March 14, 2003

3



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##### 



CERTIFICATION OF CHIEF FINANCIAL
OFFICER

PURSUANT TO SECTION 302(a) OF THE
SARBANES-OXLEY ACT OF 2002

I, Jeryl L. Hilleman, Senior Vice President and
Chief Financial Officer of Symyx Technologies, Inc., certify
that:



|   |                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this annual report on
    Form 10-K/A of Symyx Technologies, Inc.;                                                                                                                                                                                                                                                          
|  
|2. | Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|  
|3. | Based on my knowledge, the financial statements,
    and other financial information included in this annual report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;                       
|  
|4. | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                       



| |    |                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      



| |    |                                                                                                                                                                         
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) | presented in this annual report our conclusions
    about effectiveness of the disclosure controls and procedures
    based on our evaluation as of the Evaluation Date;



|   |                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of
    registrants board of directors (or persons performing the
    equivalent functions):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.



| |     |                      
| | --- | ---------------------
| | By: | /s/ JERYL L. HILLEMAN

| |                        
| | -----------------------
| |                        
| | Jeryl L. Hilleman      
| | Senior Vice President, 
| | Chief Financial Officer

Date: March 14, 2003

4



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##### 



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002

I, Steven D. Goldby, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that the
Annual Report of Symyx Technologies, Inc. on Form 10-K for
the period ending December 31, 2002 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such
Annual Report on Form 10-K fairly presents in all material
respects the financial condition and results of operations of
Symyx Technologies, Inc.



| |     |                     
| | --- | --------------------
| | By: | /s/ STEVEN D. GOLDBY

| |                        
| | -----------------------
| |                        
| | Steven D. Goldby       
| | Chairman of the Board, 
| | Chief Executive Officer

I, Jeryl L. Hilleman, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that the
Annual Report of Symyx Technologies, Inc. on Form 10-K for
the period ending December 31, 2002 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such
Annual Report on Form 10-K fairly presents in all material
respects the financial condition and results of operations of
Symyx Technologies, Inc.



| |     |                      
| | --- | ---------------------
| | By: | /s/ JERYL L. HILLEMAN

| |                        
| | -----------------------
| |                        
| | Jeryl L. Hilleman      
| | Senior Vice President, 
| | Chief Financial Officer

5