================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 15, 2004

                                   ----------

                                  EMBREX, INC.
             (Exact name of registrant as specified in its charter)

                                   ----------

       North Carolina                  000-19495                56-1469825
(State or other jurisdiction       (Commission File          (I.R.S. Employer
     of incorporation)                  Number)           Identification Number)

                 1040 SWABIA COURT, DURHAM, NORTH CAROLINA 27703
                    (Address of principal executive offices)

                                   ----------

                                 (919) 941-5185
              (Registrant's telephone number, including area code)

                                   ----------

                                       N/A
          (Former name or former address, if changed since last report)

================================================================================




Item 12. Results of Operations and Financial Condition

      On March 15, 2004, Embrex, Inc. (the "Company") issued a press release
announcing results for the full year and fourth quarter ended December 31, 2003.
A copy of the Company's press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.

      The information in this Current Report on Form 8-K shall not be deemed to
be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of that section.
Furthermore, the information in this Current Report on Form 8-K shall not be
deemed to be incorporated by reference into the filings of the Company under the
Securities Act of 1933, as amended.

================================================================================
                                   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 hereunto duly authorized.


                                                  EMBREX, INC.

                                                  By:    /s/ Randall L. Marcuson
                                                         -----------------------
                                                  Name:  Randall L. Marcuson
Dated: March 15, 2004                             Title: President and Chief
                                                         Executive Officer


                                       2


                                  EXHIBIT INDEX

      Exhibit No.           Description of Exhibit
      -----------           ----------------------

      99.1                  Embrex, Inc. Press Release dated March 15, 2004