SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant:x   Filed by a Party other than the Registrant:¨

Check the appropriate box:

Transgenomic, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

20092010 ANNUAL REPORT

NOTICE OF 20102011 ANNUAL MEETING AND PROXY STATEMENT

20092010 ANNUAL REPORT ON FORM 10-K

TO OUR SHAREHOLDERS:STOCKHOLDERS:

The year 2009 was2010 ended with a transformative event for Transgenomicthe company as we embarked oncompleted the acquisition of Clinical Data’s molecular laboratory business. This acquisition brings us $13.0 million in new reference laboratory business, proprietary assays for a numbervariety of initiativeslife-threatening inherited cardiac disorders and a state-of-the art CLIA lab facility. We also gain a very experienced and successful group of new employees and managed care contracts covering 280 million lives. We are enhancing our reference laboratory cost structure by consolidating our current laboratory and improving our test offerings through the new tools and resources available to us from this combination. The acquisition also brings us validated biomarkers with a significant potential for new product introductions. One of these proprietary biomarkers aids in the determination of whether cancer patients will respond to greatly increasethe newest of inhibitor drugs. A second should allow doctors to determine which cardiac patients should be given clopridogel, commonly known as Plavix, the second most prescribed drug in the U.S. We will work to commercialize these new assays early in 2011. A key goal for this year is to drive further growth in our existing testing and services businesses as well as initiate a focused commercial presence in the molecular diagnostic industryrapidly growing market for early cancer detection and to positively affect the financial performancetreatment selection.

A second key component of our company for many years to come.

oncology market participation has been the refinement and expansion of our Cold-PCR assay portfolio in our Pharmacogenomics laboratory. We completed the licensing of COLD-PCR from the world-renowned Dana-Farber Cancer Institute with the specific goal of playingdeveloping and commercializing the most sensitive DNA mutation detecting technology available in the market. We think we have realized that goal and have a rapidly expanding base of pharmaceutical company partners who are engaging us to apply these new assays to detecting, in patients’ blood rather than tumors, the presence of gene mutations that may be indicative of cancer. We believe that this will provide a significant roleimprovement in realizing the promisemethod of and power of personalized medicine. COLD-PCR (Coamplification at Lower Denaturation Temperature-PCR) allows usability to discover genetic mutations in tissue samples with sensitivity as much as 50 to 100 times higher than competing technologies. By obtaining a more accurate picture of mutated DNA molecules, we may be able to discover why and how certain drugs work in some people and not in others. This knowledge may allow for the resurrection of a number of drug candidates that failed in pivotal trials,detect developing cancers sooner as well as new testingenhance accurate drug selection to treat such cancers. To further expand this market, we also plan to make available to potential customers throughout the world the ability to use our recent discovery that could be initiated in a much more tightly targeted patient population. We also may be able to detect diseaseenhances DNA mutation detection using standard DNA sequencing instruments. Combining these two technologies will offer pharmaceutical company researchers, clinicians and patients the possibility of finding and identifying cancers earlier and subsequently monitordetecting recurrence of the disease sooner and therapeutic response.

We believe COLD-PCR has the potential to be a “game changer” and to give us the opportunity to develop better, more accurate mutation tests and add them to our product offering. In conjunctionaccurately with a pharmaceutical company partner, we have validated the ability of COLD-PCR to detect colorectal tumor associated KRAS mutations with 100% concordance between mutation results obtainedno significant increase in plasma and the matched tumor KRAS genotype. Throughout 2010 we will continue our validation studies. Our goal is to develop additional cancer assays to complement our KRAS kit run on our SURVEYOR Nuclease and WAVE^® HS DHPLC platforms, and for processing both in our CLIA-certified laboratory and pharmacogenomics laboratory as well as direct sales to end users.

We continued our work in mitochondrial mutations in neurological diseases with the signing of an exclusive licensing option for a set of validated mitochondrial DNA mutations found in Parkinson’s disease patients. We believe these mutations can form the basis of a novel and accurate diagnostic test that will work with our platform mitochondrial mutation detection technology. We are also looking at mitochondrial mutations in Alzheimer’s disease, heart disease and other diseases that may be caused by oxidative stress. We have the exclusive license to perform this testing in our laboratory or convert these tests into a kit format for broad sale.

We expanded our potential diagnostic offerings in early 2010 by licensing intellectual property related to a test to determine if there is an increased risk for developing autism in a newborn with an autistic sibling. Such siblings have more than twice the chance of autism. It has been shown that early intervention can have a significant impact on the development of an autistic child. Recent research has shown that there are signs of developing autism as early as 12 months of age, but these signs are often missed. By developing and commercializing this test, we can provide a valuable service for parents of children in the elevated risk group. We expect to develop this test in our CLIA laboratory and to begin marketing it through our lab sales team in the second quarter of 2010.

Our 2009 financial results were impacted by the worldwide recession and credit crunch. We reported a net loss of $1.9 million for the year, compared with a net loss for 2008 of $495,000. Net sales were $22.0 million, down from $24.0 million for 2008, largely due to a 12% decline from the instrument sales side of our business. Sales in our laboratory services business were up 7%. Due to careful working capital management, cash flow from operations was $1.3 million for 2009, whereas cash used in operations was $413,000 for 2008. We believe that the work we are doing on the diagnostic side will provide for smoother and accelerating revenues in the coming years.cost.

We are very excited by the potential for growth that resides at Transgenomic, and I thank you for your continued support.

Craig Tuttle

President and Chief Executive Officer

TRANSGENOMIC, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 19, 201018, 2011

The Annual Meeting of Stockholders of Transgenomic, Inc. (the “Company”) will be held at our offices, 12325 Emmet Street, Omaha, Nebraska, on Wednesday, May 19, 201018, 2011 at 9:30 a.m. Central Daylight Time, for the following purposes:

Please read the enclosed Proxy Statement for important information about the Annual Meeting.

Only stockholders of record at the close of business on March 22, 201021, 2011 are entitled to notice of, and to vote at, the Annual Meeting.

Please sign and return the enclosed proxy card using the envelope provided. You can revoke your proxy at any time. If you attend the Annual Meeting in person you may withdraw your proxy and vote in person.

Omaha, Nebraska

April 15, 20102011

IMPORTANT: IT IS IMPORTANT THAT WE RECEIVE YOUR PROXY TO ENSURE A QUORUM AT THE ANNUAL MEETING. BY PROMPTLY RETURNING YOUR PROXY CARD TO US, YOU WILL SAVE THE COMPANY THE EXPENSE OF FURTHER PROXY SOLICITATION.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERSTOCKHOLDER MEETING TO BE HELD ON MAY 19, 2010.18, 2011. THIS PROXY STATEMENT AND THE 20092010 ANNUAL REPORT TO SHAREHOLDERSSTOCKHOLDERS ARE AVAILABLE FREE OF CHARGE ON THE COMPANY’S WEBSITE AThttp://www.transgenomic.com/ir/docs/ar/AR2009.pdfAR2010.pdf.

Transgenomic, Inc.

12325 Emmet Street

Omaha, Nebraska 68164

PROXY STATEMENT

for

ANNUAL MEETING OF STOCKHOLDERS

of

TRANSGENOMIC, INC.

We are sending this Proxy Statement to you in connection with our request for your proxy to use at the Annual Meeting of Stockholders of Transgenomic, Inc. (the “Company”) to be held on May 19, 2010.18, 2011. Only those owners (the “Common Stockholders”) of our common stock of record at the close of business on March 22, 201021, 2011 (the “Record Date”) are entitled to vote at the Annual Meeting.Meeting for the election of the Class II director to be elected by the Common Stockholders (the “Common Stock Director”), as a separate voting group. This Proxy Statement, along with the Notice of the Annual Meeting, the Annual Report to Stockholders and a proxy card are being first mailed to stockholdersCommon Stockholders on or about April 19, 2010.15, 2011. We are not soliciting proxies from the holders (the “Preferred Stockholders”) of the Series A Convertible Preferred Stock of the Company (the “Preferred Stock”) who are entitled to elect the Class II director to be elected by the Preferred Stockholders (the “Preferred Stock Director”), as a separate voting group.

Your proxy is being solicited by the Board of Directors of the Company and will give themthe Board of Directors or our Chief Executive Officer the power to vote on your behalf at the Annual Meeting. All shares of the Company’s common stock represented by properly executed and unrevoked proxies will be voted by the Board of Directors or the Chief Executive Officer in accordance with the directions given by those proxies. Where no instructions are indicated, the Board of Directors or the Chief Executive Officer will vote “FOR” eachthe election of the proposals that willnominee for the Common Stock Director to be consideredelected at the Annual Meeting. In addition, the Board of Directors believes outstanding shares of common stock owned by current executive officers and directors of the Company will be voted “FOR” each such proposal.the election of the nominee for the Common Stock Director. Shares owned by these persons represent approximatelyless than 2% of the total shares of common stock outstanding as of the Record Date.

You may revoke your proxy at any time before it is exercised by the Board of Directors or the Chief Executive Officer at the Annual Meeting. If you decide to do this, you will need to give the Secretary of the Company written notice that you want to revoke the proxy or you can submit a new proxy to the Secretary. In addition, if you attend the Annual Meeting in person, you may withdraw your proxy and vote in person. Shares of common stock entitled to vote and represented by properly executed, returned and unrevoked proxies will be considered present at the Annual Meeting for purposes of establishing a quorum. This includes shares for which votes are withheld, abstentions are cast or there are broker nonvotes. The holders of at least a majority of our commonvoting stock issued and outstanding on the Record Date must be present at the Annual Meeting, either in person or by proxy, in order for there to be a quorum.

Voting Securities and VOTING SECURITIES AND BENEFICIAL OWNERSHIP BY

PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS

Beneficial Ownership by Principal Stockholders and Our Directors and Officersof Common Stock

On the Record Date there were 49,189,67249,299,672 issued and outstanding shares of our common stock. Each share of common stock is entitled to one vote on each matter to be voted on by the Common Stockholders at the Annual Meeting. Common Stockholders do not have the right to cumulate votes in the election of directors.

This

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The following table shows theprovides information known to us with respect to beneficial ownership of our common stock by our directors and all nominees for director, by those of our executive officers who are named in the Summary Compensation Table, by all of our current executive officers and directors as a group, and by each person we believe beneficially owns more than 5% of our outstanding common stock as of March 22, 2010,21, 2011, the record date established for our Annual Meeting of Stockholders. Each stockholderExcept as indicated in the footnotes to this table, to our knowledge the persons named in thisthe table hasbelow have sole voting and investment power overwith respect to all of common stock of the shares he or sheCompany beneficially ownsowned and all such shares are owned directly by such person. The number of shares beneficially owned by each person or group as of March 21, 2011 includes shares of common stock that such person or group had the stockholder unless otherwise indicated. Stockright to acquire on or within 60 days after March 21, 2011, including, but not limited to, upon the exercise of options or warrants to purchase common stock or the conversion of securities into common stock. Beneficial ownership information of persons other than our current executive officers and directors is based on available information including, but not limited to, Schedules 13D, 13F or 13G filed with the Securities and Exchange Commission (the “SEC”) or information supplied by these persons.

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Beneficial Ownership of Preferred Stock

On the Record Date there were 2,586,205 issued and outstanding shares of our Preferred Stock. Each share of Preferred Stock is entitled to one vote on each matter to be voted on by the Preferred Stockholders at the Annual Meeting.

The following table provides information known to us with respect to beneficial ownership of the Preferred Stock by each person we believe beneficially owns more than 5% of our outstanding Preferred Stock as of March 21, 2011, the record date established for our Annual Meeting of Stockholders. The number of shares of Preferred Stock beneficially owned by each person or group as of March 21, 2011 includes shares of Preferred Stock that such person or group had the right to acquire on or within 60 days after March 21, 2011, including, but not limited to, upon the exercise of warrants to purchase Preferred Stock. Except as indicated in the footnotes to this table, to our knowledge the persons named in the table below have sole voting and investment power with respect to all of the Preferred Stock beneficially owned and such shares are owned directly by such person. Beneficial ownership information of such persons is based on available information including, but not limited to, Schedules 13D, 13F or 13G filed with the SEC or information supplied by these persons.

PROPOSAL TO ELECT CLASS I DIRECTORSII COMMON STOCK DIRECTOR

Board of Directors and Committees

Our entire Board of Directors consists of seven positions of which six are currently occupied.five directors. The Board of Directors is divided into three classes with directors in each class serving for a term of three years. The terms of office of the current Class I, Class II and Class III directors will expire in 2010,2013, 2011 and 2012, respectively. The holders of Preferred Stock are entitled, as a separate voting group, to elect two (2) of the five directors (“Preferred Stock Directors”). The Common Stockholders are entitled, as a separate voting group, to elect the three (3) remaining directors (“Common Stock Directors”). There is one Common Stock Director in each class of directors. There is one Preferred Stock Director in each of Class I and Class II, but not a Preferred Stock Director in Class III.

Robert M. Patzig is the current Preferred Stock Director in the Class I directors and Doit L. Koppler II is the current Preferred Stock Director in the Class II directors. We expect the Preferred Stockholders to reelect Mr. Koppler as a Class II director at the Annual Meeting or by written consent prior to such meeting.

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The Board of Directors has nominated Craig J. Tuttle and Michael B. McNultyAnthony P. Schuh for election by the Common Stockholders as the Class I directorsII Common Stock Director to serve a three-year termsterm expiring in 2013. The Board of Directors knows of no reason why2014. Mr. Tuttle or Mr. McNulty might be unavailable to serve. There are no arrangements or understandings between Mr. Tuttle or Mr. McNultySchuh is the current Class II Common Stock Director and any other person pursuant to which he was selected as a nominee. Mr. Tuttle and Mr. McNulty are current members of the Board of Directors and each has expressed an intention to continue to serve on the Board of Directors if he is elected. There are no arrangements or understandings between Mr. Schuh and any other person pursuant to which he was selected as a nominee.

The election of a director requires the affirmative vote of a pluralityA majority of the shares present in person or representedvotes cast by proxy at the Annual Meeting and entitledCommon Stockholders is required to vote.elect Mr. Schuh as the Class II Common Stock Director. This means that votes withheld and broker nonvotes with respect to the election of directorthe Class II Common Stock Director will have no effect on the election of such director. If either Mr. Tuttle or Mr. McNultySchuh is unable to serve as a director, the Board of Directors may nominate a substitute nominee. In that case, the Board of Directors will vote all valid proxies that voted in favor of Mr. Tuttle or Mr. McNulty, as the case may be,Schuh for the election of the substitute nominee.

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The Board of Directors recommends that the stockholdersCommon Stockholders vote “FOR” the election of Mr. Tuttle and Mr. McNultySchuh as the Class I Directors.II Common Stock Director.

The Board believes that each directorthe Class II Common Stock Director nominee possesses the qualities and experience that nominees should possess. Mr. Schuh’s valuable biotech experience and extensive executive management experience in the biotech industry makes him a valuable member of the Board. The Board seeks out, and the Board is comprised of, individuals whose background and experience complement those of other Board members.

The following table sets forth information about our directors, including the nomineesClass II Common Stock Director nominee who areis to be voted on by the Common Stockholders at the Annual Meeting. The Board of Directors has determined that Messrs. McNulty,Koppler, Patzig, Markin and Schuh Markin, Sloma and Sklar are independent directors of the Company under the listing standards adopted by the Securities and Exchange Commission.SEC.

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In conjunction with the consummation of the financing related to our acquisition of the FAMILION family of genetic tests on December 29, 2010: (i) the former directors of the Company consisting of Gregory Sloma, Jeffrey Sklar and Michael McNulty resigned from the Board; (ii) the size of the Board was decreased to five members; and (iii) Robert M. Patzig and Doit L. Koppler II were appointed to serve on the Board as Preferred Stock Directors as required by the purchasers of the Preferred Stock pursuant to the financing documents for such

Information regarding our other executive officers is found in our Form 10-K that is part of the Annual Report to Stockholders that accompanies this Proxy Statement. The Board of Directors has adopted a code of ethical conduct that applies to our principal executive officers and senior financial officers as required by Section 406 of the Sarbanes Oxley Act of 2002. This code of ethical conduct is embodied within our Business Ethics Policy, which applies to all persons associated with the Company, including our directors, officers, and employees. The Business Ethics Policy is available on our website atwww.transgenomic.com.

The Board of Directors is comprised of four independent directors and one employee director, Mr. Tuttle, who is the Chief Executive Officer of the Company. Dr. Markin is the Chairman of the Board. The Board believes that its structure with four independent directors (one of whom is Chairman of the Board) and its Chief Executive Officer as its remaining director, achieves independent oversight of management and open communications with management.

The Board of Directors conducts its business through meetings of the Board and actions taken by written consent in lieu of meetings and by the actions of its committees. During the year ended December 31, 2009,2010, the Board of Directors held six meetings and acted by written consent in lieu of a meeting one time.eight times. All directors attended at least 75% of the meetings of the Board of Directors and of the committees of the Board of Directors on which they served during 2009.

There are no family relationships among directors or executive officers2010 with the exception of Dr. Markin. Dr. Markin attended 67% of the Company. There are no arrangements or understandings between anyBoard of our directors, director nominees or executive officers pursuant to which he was or is to be selected as a director, director nominee or executive officer. Directors meetings and 100% of the Audit Committee meetings.

None of our directors, director nominees or executive officers have been subject to legal or regulatory proceedings during the past ten years which are material to an evaluation of the ability or integrity of such person to serve the Company.

The Board of Directors has established and assigned certain responsibilities to an Audit Committee and a Compensation Committee. We do not have a standing nominating committee. The Board determined that due to the relatively small size of the Board, and due to the policy on director nominations, which is described below, it was not necessary to form a separate committee to evaluate director nominations. Under the director nomination policy, director candidates are identified primarily through suggestions made by directors, management and stockholders of the Company. We have implemented no material changes to the procedures by which stockholders may recommend nominees for the Board of Directors. The Board of Directors will consider director nominees recommended by stockholders that are submitted in writing to the Secretary or Chief Executive Officer of the Company in a timely manner and which provide necessary biographical and business experience information regarding the nominee. All candidates for director will be evaluated based on their independence, character, judgment, diversity of experience, financial or business acumen, ability to represent and act on behalf of all stockholders, and the needs of the Board. The Board also values diversity as a factor in selecting nominees to serve on the Board. Although the Board does not have a specific policy on diversity, the Board considers the criteria noted above in selecting nominees for directors, including members from diverse backgrounds who combine a broad spectrum of experience and expertise. Absent other factors which may be material to its evaluation of a candidate, the Board expects to nominate incumbent directors who express an interest in continuing to serve on the Board. The independent directors of the Company review and consider all candidates to serve as a director of the Company who are properly suggested by directors, management and stockholders of

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the Company, and the Board of Directors selects its nominees to serve as a director of the Company from among those candidates who are recommended to the Board of Directors by a majority of the independent directors of the Company.

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Audit Committee.    The Audit Committee’s primary duties and responsibilities include monitoring the integrity of our financial statements, monitoring the independence and performance of our external auditors, and monitoring our compliance with applicable legal and regulatory requirements. The functions of the Audit Committee also include reviewing periodically with independent auditors the performance of the services for which they are engaged, including reviewing the scope of the annual audit and its results, reviewing with management and the auditors the adequacy of our internal accounting controls, reviewing with management and the auditors the financial results prior to the filing of quarterly and annual reports, reviewing fees charged by our independent auditors and reviewing any transactions between the Company and related parties. Our independent auditors report directly and are accountable solely to the Audit Committee. The Audit Committee has the sole authority to hire and fire the independent auditors and is responsible for the oversight of the performance of their duties, including ensuring the independence of the independent auditors. The Audit Committee also approves in advance the retention of, and all fees to be paid to, the independent auditors. The rendering of any auditing services and all non-auditing services by the independent auditors is subject to the approval in advance of the Audit Committee. The Audit Committee operates under a written charter which is available on our website atwww.transgenomic.com. www.transgenomic.com. The Audit Committee is required to be composed of directors who are independent of the Company under the rules of the Securities and Exchange Commission.SEC. The current members of the Audit Committee are directors Sloma,Koppler, Markin and McNulty.Patzig. The Board of Directors has determined that Mr. SlomaKoppler qualifies as an “audit committee financial expert” under the rules adopted by the SEC and the Sarbanes Oxley Act of the Securities and Exchange Commission.2002. The Audit Committee met sixfour times during 2009.2010.

Oversight of Risk Management.    Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic risks, financial risks, legal and regulatory risks, and others, such as the impact of competition. Management is responsible for the day-to-day management of the risks that we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board is responsible for satisfying itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board assesses major risks facing the Company and options for their mitigation in order to promote its stockholders’ interests in the long-term health and the overall success of the Company and its financial strength.

While the Board is ultimately responsible for risk oversight, the Board has delegated to the Audit Committee the primary responsibility for the oversight of risks facing the Company. The Audit Committee’s charter provides that it will discuss our major financial risk exposures and the steps we have taken to monitor and control such exposures.

Compensation Committee.    The Compensation Committee reviews and approves our compensation policy, changes in salary levels and bonus payments to our executive officers and other management and determines the timing and terms of awards made pursuant to our 2006 Equity Incentive Plan. The Compensation Committee operates under a written charter which is available on our website atwww.transgenomic.com. The Compensation Committee currently consists of directors Schuh, Markin Sklar and Schuh,Patzig each of whom has been determined by the Board of Directors to be independent under the rules ofadopted by the Securities and Exchange Commission.SEC. The Compensation Committee metdid not meet during 2010, but acted by written consent in lieu of a meeting two times during 2009.times.

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Section 16(a) Beneficial Ownership Reporting Compliance.    Item 405 of Regulation S-K requires disclosure of any known late filing or failure by an insider to file a report required by Section 16 of the Securities Exchange Act of 1934. We believe all Section 16 reports were filed in a timely manner during 2009 except as follows:2010.

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2010 DIRECTOR COMPENSATION TABLE

The following table sets forthprovides information regarding the Company’s compensation paid by us to our Board of Directors for services renderednon-employee directors during the year ended December 31, 2009. Craig Tuttle is also an executive officer2010. Directors who are employees of the Company and isdo not separately compensatedreceive compensation for services as a director.serving on the Board of Directors or its committees.

Directors who are also our officers or affiliatesemployees of the Company are not separately compensated for serving on the Board of Directors other than reimbursement for out-of-pocket expenses related to attendance at board and committee meetings. Independent directors are paid an annual retainer of $20,000 and they receive reimbursement for out-of-pocket expenses related to attendance at board and committee meetings. Independent directors serving on any committee of the Board of Directors are paid an additional annual retainer of $2,500 unless they are also a chairman of a committee. The Chairman of the Audit Committee receives an additional annual retainer of $8,000 and the chairman of any other committee receives an additional annual retainer of $4,000. All directors’ fees paid annually or quarterly were pro rated for partial periods. In addition, any independent director who attends more than four meetings per quarter, which includes committee meetings, per quarter receives a $500 per meeting fee for each meeting attended over the four.

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Our practice during 2010 was to grant each new non-employee and non-affiliated directors are issued optionsdirector an option to purchase 15,000 shares of common stock under our 2006 Equity Incentive Plan at the next Compensation Committee meeting following a director’s initial appointment to the Board. The options granted to a non-employee director upon initial appointment to the Board. These options are typically granted at the next scheduled Compensation Committee meeting. For options granted prior to March 28, 2003, such options vestBoard vested at the rate of 20%33 1/3% per year of service on the Board. Additional grants were made from timeBeginning in 2011, our practice changed to time so thatgrant each new non-employee director would hold 15,000 unvested optionsan option to purchase 40,000 shares of common stock under our 2006 Equity Incentive Plan at any time. Effective March 28, 2003, the options granted tonext Compensation Committee meeting following a non-employee and non-affiliated director upondirector’s initial appointment to the Board, vest at the rate of 33 ¹/3% per year of service on the Board. Additional annual grants of optionswhich option vests after one (1) year.

Our practice during 2010 was to grant annually to each continuing non-employee director an option to purchase 5,000 shares of common stock, which option vested after three (3) years. Our practice changed in 2011 to grant annually to each continuing non-employee director an option to purchase 25,000 shares of common stock, which option vests after one (1) year. Additional annual grants of options will be made on a date reasonably close to the annual shareholders meeting to be determinedeach year by the Compensation Committee in its sole discretion, with such options vesting on the third anniversary of the grant.discretion. All options granted to non-employee directors have exercise prices that represented the fair market value of our stock on the grant date. Exercise prices on outstanding options granted to our non-employee directors range from $0.45 per share to $13.00$0.74 per share. On December 28, 2005, the Company’s directors approved a plan to accelerate the vesting of all outstanding stock options. Aside from the acceleration of the vesting date, the terms and conditions of the stock option award agreements governing the underlying stock option grants remained unchanged. All such options were out-of-the money, and accordingly, the accelerated vesting resulted in no compensation expense since there was no intrinsic value associated with these fixed awards at the date of modification. Accelerating the vesting of these options allowed the Company to avoid recognition of compensation expense associated with these options in future periods.

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EXECUTIVE COMPENSATION

2010 SUMMARY COMPENSATION TABLE

The following table sets forthprovides information regarding the annual and long-term compensation paidreceived by us to our executive officers for services rendered during the two years ended December 31, 2009.2010.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2010

The following table sets forthprovides certain information concerning outstanding option awards held by the executive officers of the Company whose compensation is reported in the Summary Compensation Table as of December 31, 2009.2010.

Equity Incentive Plan and Other Compensation Plans

2006 Equity Incentive Plan.    The Company’s 2006 Equity Incentive Plan (the “Plan”) allows the Company to make awards of various types of equity-based compensation, including stock options, dividend equivalent rights (“DERs”), stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance units, performance shares and other awards, to employees and directors of the Company. The Plan was adopted in 2006 as a modification of the Company’s 1997 Stock Option Plan (the “Prior Plan”). In addition to providing for additional types of equity-based awards, the Plan increasesprovides that the total number of shares of common stock that the Company may issue from 7,000,000 under the Prior Plan tois 10,000,000 shares under the Plan; provided, that no more than 5,000,000 of such shares may be used for grants of restricted stock, restricted stock units, performance units, performance shares and other awards. Outstanding options exercisable for a total of 3,331,7312,519,667 shares of our common stock are outstanding at the Record Date, of which 2,742,0052,233,000 may be exercised at this time. Outstanding options have exercise prices ranging from $0.36$0.39 to $13.00$10.00 per share.

The Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”) which has the authority to set the number, exercise price, term and vesting provisions of the awards granted under the Plan, subject to the terms thereof. Either incentive or non-qualified stock options may be granted to employees of the Company, but only non-qualified stock options may be granted to non-employee directors and advisors. However, in either case, the Plan requires that stock options must be granted at exercise prices not less than the fair market value of the common stock on the date of the grant. Options issued under the plan vest over periods as determined by the Compensation Committee and expire ten years after the date the option was granted. Compensation expense is based on the calculated fair value of the awards as measured at the grant date and is expensed ratably over the service period of the awards (generally the vesting period). If the option holder ceases to be employed by or affiliated with the Company, the Company will have the right to terminate any outstanding but unexercised options.

Employee Savings Plan.    The Company maintains an employee savings plan that is intended to qualify as a tax-qualified plan under Section 401(k) of the Internal Revenue Code. This plan allows for voluntary contributions up to statutory maximums by eligible employees. We match a specific proportion of these contributions, subject to limitations imposed by law. We may make additional contributions to the savings plan on behalf of our employees if our Board of Directors decides to do so. For the years ended December 31, 20092010 and 2008,2009, Company contributions to the 401(k) plan were $105,131 and $73,933, and $159,215, respectively. Effective June 1,For the year ended December 31, 2009 we discontinued matching 401(k) contributions for the remainder of 2009third and fourth quarters due to our expense reduction initiatives. We reinstated matching 401(k) contributions for the first three quarters of 2010. Effective October 1, 2010 we discontinued matching 401(k) contributions.

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Employment AgreementsCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have entered intoAgreements with Named Executive Officers

During 2010 the Company’s employment agreementsagreement with Craig J. Tuttle, our President and Chief Executive Officer, Debra A. Schneider, our Chief Financial Officer, Vice President, Secretary and Treasurer and Eric P. Kaldjian M.D., our Chief Scientific Officer. Mr. Tuttle’s employment agreement was renewed for an additional two yearsyear ending on July 12, 2010. Ms. Schneider’s employment agreement was renewed for an additional one year ending on December 4, 2010. Dr. Kaldjian’s employment agreement was renewed for an additional one year ending on December 31, 2010. Each2011. The employment agreement provides that the executive officerMr. Tuttle will be entitled to receive severance payments from the Company if his or her employment is terminated involuntarily except if such termination is based on “just cause”, as that term is defined in the employment agreement. The severance payment payable in such circumstances is equal to theirhis annual base salary at the time of termination and will be paid to themhim over a twelve-month period. The employment agreements provideagreement provides that the severance payment provisions will be honored if the Company is acquired by, or merged into, another company and their positions arehis position is eliminated as a result of such acquisition or merger. TheseThis severance payments arepayment is designed to provide the executive officershim with an amount of cash sufficient to provide for living expenses and other needs which would normally be paid from his or her monthly base salary payments in situations where the executive officer’s employment was not terminated voluntarily.voluntarily or for just cause. In addition, the payments are designed so as to not exceed the maximum amount which may be paid without imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code or resulting in a loss of the Company’s income tax deduction for any portion of these payments under Section 280G of the Internal Revenue Code if such payments are made after, or in contemplation of, a change of control transaction.

Mr. Richards does not have an employment agreement with the Company.

Effective June 30, 2010, we entered into a letter agreement with CFO Systems, LLC and Brett L. Frevert. Under the letter agreement CFO Systems will provide financial and consulting services to us at rates of $75 to $150 per hour depending on the level of expertise involved. The services will include providing Chief Financial Officer duties and other financial and accounting expertise on a time share basis. CFO Systems, LLC or the Company may terminate the agreement upon thirty days written notification. In connection with the letter agreement, Mr. Frevert agreed to serve as our Chief Financial Officer. We were charged $126,459 for the services provided by CFO Systems, LLC during 2010.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is comprised of Gregory T. Sloma,Doit L. Koppler II, Rodney S. Markin, M.D., Ph.D., and Michael B. McNulty,Robert M. Patzig, each of whichwhom is an independent director of the Company under the rules adopted by the Securities and Exchange Commission.SEC.

The Company’s management is responsible for the preparation of the Company’s financial statements and for maintaining an adequate system of internal controls and processes for that purpose. McGladrey & Pullen LLP (“McGladrey”) acts as the Company’s independent auditors and they are responsible for conducting an independent audit of the Company’s annual financial statements in accordance with auditing standards generally accepted in the United States of America and issuing a report on the results of their audit. The Audit Committee is responsible for providing independent, objective oversight of both of these processes.

The Audit Committee has reviewed and discussed the Company’s audited financial statements for the year ended December 31, 20092010 with management of the Company and with representatives of McGladrey. Our discussions with McGladrey also included the matters required by Statement on Auditing Standard No. 114. In addition, we received written disclosures and a letter from McGladrey regarding its independence as required by Independent Standards Board Standard No. 1 and this information was discussed with McGladrey.

Based on the foregoing, the Audit Committee has recommended that the audited financial statements of the Company for the year ended December 31, 2009,2010, be included in the Company’s Annual Report on Form 10-K to be filed with the Securities and Exchange Commission.SEC.

Gregory T. SlomaDoit L. Koppler II

Rodney S. Markin, M.D., Ph.D.

Michael B. McNultyRobert M. Patzig

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PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITOR

The Audit Committee of the Board of Directors has appointed McGladrey & Pullen LLP to be our independent auditors for 2010. We are asking our stockholders to ratify the appointment of McGladrey & Pullen LLP. The ratification of the appointment of our auditor requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote. Abstentions will have the same effect as a vote against ratification. Broker nonvotes will not be considered shares entitled to vote with respect to ratification of the appointment and will not be counted as votes for or against the ratification.

The Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment of McGladrey & Pullen LLP as the Company’s independent auditors for 2010.

Representatives of McGladrey & Pullen LLP are expected to be present in person or by telephonic conference at the Annual Meeting and will be provided an opportunity to make a statement and to respond to appropriate inquiries from stockholders.

Accounting Fees and ServicesACCOUNTING FEES AND SERVICES

The following fees were billed or were expected to be billed by McGladrey & Pullen LLP, our current accounting firm, to us for professional services provided during 20092010 and 2008.2009.

Audit Fees.    McGladrey & Pullen LLP billed us a total of $205,315 and $188,607 in 2010 and $286,127 in 2009, and 2008, respectively, for professional services rendered for the audit of our annual financial statements for those fiscal years and to review our interim financial statements included in Quarterly Reports on Form 10-Q filed by us with the SEC during that year.

Audit-Related Fees.    McGladrey & Pullen LLP billed us a total of $127,200 and $7,500 in 2010 and $13,625 in 2009, and 2008, respectively, for audit-related services. Audit-related services generally include fees for the audits of our employee benefit plans and fees incurred in connection with services associated with SEC registration statements, periodic reports and other documents filed with the SEC. In 2010 we incurred fees related to the audits, review and consultation for our acquisition of the FAMILION family of genetic tests.

Tax Fees.    McGladrey & Pullen LLP billed us a total of $34,055 and $34,760 in 2010 and $30,000 in 2009, and 2008, respectively, for tax services. Tax services consist primarily of planning, advice and compliance, or return preparation, for U.S. federal, state and local, as well as international jurisdictions.

All Other Fees.    McGladrey & Pullen LLP did not render any services other than the services described above in 20092010 or 2008.

The following fees were billed by Deloitte & Touche LLP, our former auditor, to us for professional services provided during 2008:

Audit-Related Fees.    Deloitte & Touche LLP billed us a total of $12,100 in 2008 for audit-related services. Audit-related services generally include fees for the audits of our employee benefit plans and fees incurred in connection with services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings and research consultation on proposed transactions.

Tax Fees.    Deloitte & Touche LLP billed us a total of $32,214 in 2008 for tax services. Tax services consisted primarily of planning, advice and compliance, or return preparation, for U.S. federal, state and local, as well as international jurisdictions. The tax fees in 2008 were primarily related to the Internal Revenue Service audit for the year ended December 31, 2006.

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All Other Fees.    Deloitte & Touche LLP was engaged to assist us with internal control consulting services in connection with the Sarbanes-Oxley Act of 2002. Deloitte & Touche LLP billed us a total of $27,985 in 2008 for these consulting services. Deloitte & Touche LLP did not render any services other than the services described under the above captions in 2008. We did not use Deloitte & Touche LLP for any services in 2009.

The Audit Committee approved all services provided by McGladrey during fiscal year 20092010 and has determined that the provision of these services did not adversely affect McGladrey’s independence. It is currently the policy of the Audit Committee to review and pre-approve all services provided by the independent auditor to the Company in order to assure that the provision of such services does not impair the auditor’s independence. Unless a type of service to be provided by the independent auditor has received general pre-approval, it will require specific preapproval by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee. The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period.

SUBMISSION OF STOCKHOLDER PROPOSALS

Pursuant to our Bylaws, stockholder proposals submitted for presentation at the Annual Meeting, including nominations for directors,Common Stock Directors, must be received by our corporate Secretary at the address of our home office no later than 35 days prior to the date of the Annual Meeting. If less than 35 days’ notice of the Annual Meeting is given, then stockholder proposals must be received by our corporate Secretary no later than 7 days after the mailing date of the notice of the Annual Meeting to stockholders. Any stockholder nomination for directora Common Stock Director must set forth the name, age, address and principal occupation of the person nominated, the number of shares of our common stock owned by the nominee and the nominating stockholder and other information required to be disclosed about the nominee under federal proxy solicitation rules.

In order to be included in our Proxy Statement relating to next year’s annual meeting, stockholder proposals must be submitted in writing by December 15, 20102011 to our corporate Secretary at the address of our home office. The inclusion of any such proposal in our proxy materials will be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended.

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OTHER MATTERS

Management does not currently intend to bring any matter before the Annual Meeting other than those disclosed in the Notice of Annual Meeting of Stockholders, and it does not know of any business which persons, other than the management, intend to present at the meeting. The enclosed proxy for the Annual Meeting confers discretionary authority on the Board of Directors to vote on any matter proposed by stockholders for consideration at the Annual Meeting.

We will bear the cost of soliciting proxies for the Annual Meeting. To the extent necessary, proxies may be solicited by our directors, officers and employees, but these persons will not receive any additional compensation for such solicitation. We will reimburse brokerage firms, banks and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of our common stock. In addition to solicitation by mail, we will supply banks, brokers, dealers and other custodian nominees and fiduciaries with proxy materials to enable them to send a copy of such materials by mail to each beneficial owner of our common stock that they hold of record and will, upon request, reimburse them for their reasonable expenses in so doing.

Stockholders may communicate with any director, including the Chairman of the Board and the chairman of any committee of the Board, by sending a letter to the attention of the appropriate person (which may be marked as confidential) addressed to our corporate Secretary at our home office. All communications received by the corporate Secretary will be forwarded to the appropriate directors. In addition, it is the policy of our Board of Directors that whenever possible directors attend, and be available to discuss stockholder concerns at, the Annual Meeting. All Board of Director members attendeddirectors participated in last year’s Annual Meeting.Meeting via conference call or in person.

Our Form 10-K, as filed by the Company with the Securities and Exchange Commission,SEC, is included in our Annual Report that is being delivered to our stockholders together with this Proxy Statement. The Form 10-K is not, however, to be considered part of this proxy solicitation material.

None of the information set forth in this Proxy Statement under the heading “Report of the Audit Committee” is deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the “1934 Act”), and this information will not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act of 1933 or the 1934 Act.

By Order of the Board of Directors

Debra A. Schneider,Brett L. Frevert,Chief Financial Officer

Vice President, Secretary and Treasurer

Omaha, Nebraska

April 15, 20102011

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TRANSGENOMIC, INC.

ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 19, 201018, 2011

9:30 A.M., Central Daylight Time

Transgenomic, Inc.

12325 Emmet Street

Omaha, Nebraska

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TRANSGENOMIC, INC. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, MAY 19,

See reverse for voting instructions.

101228111605

		TRANSGENOMIC, INC.		Shareowner ServicesSM P.O. Box 64945 St. Paul, MN 55164-0945

TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,

SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.

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