Exhibit  99

 
                              1998  AMENDMENT  TO  THE
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                        1997  EMPLOYEE  STOCK  PURCHASE  PLAN
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                         OF  INCYTE  PHARMACEUTICALS,  INC.
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     THIS  AMENDMENT  amends  the  1997 Employee Stock Purchase Plan of Incyte
Pharmaceuticals,  Inc.  (the  "Company"),  originally  adopted by the Board of
Directors  of  the  Company  on  February  27,  1997  (the  "Plan").    Unless
specifically  otherwise  defined, each term used herein shall have the meaning
assigned  to  such  term  in  the  Plan.

     WHEREAS,  the  Board  of  Directors has determined that it is in the best
interests  of  the  Company  to  amend  the  Plan  to  provide for a six-month
employment  eligibility  period, commencing with the Offering Period beginning
May  1,  1998:

     NOW  THEREFORE,  the  Plan  is  hereby  amended  as  follows:

     Effective  as  of  May  1,  1998  and concurrent with the Offering Period
commencing  on  such  date,  Section  3(a)  of  the  Plan shall be amended and
restated  to  read  in  its  entirety  as  follows:

          "Any Employee who has been employed by the Company for six months or
more on a given Enrollment Date shall be eligible to participate in the Plan."

     To  record  the  adoption  of  this Amendment to the Plan by the Board of
Directors, as of April 28, 1998, the Company has caused its authorized officer
to  execute  the  same.


                              INCYTE  PHARMACEUTICALS,  INC.



                              By            /s/  ROY  A.  WHITFIELD
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                                        Roy  A.  Whitfield

                              As  its      Chief  Executive  Officer
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