AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2000

REGISTRATION NO. 333-96469

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-1
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEXICON GENETICS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 8731 76-0474169
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)

4000 RESEARCH FOREST DRIVE
THE WOODLANDS, TEXAS 77381
(281) 364-0100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ARTHUR T. SANDS, M.D., PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
4000 RESEARCH FOREST DRIVE
THE WOODLANDS, TEXAS 77381
(281) 364-0100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:

DAVID P. OELMAN GERALD S. TANENBAUM
ANDREWS & KURTH L.L.P. CAHILL GORDON & REINDEL
600 TRAVIS, SUITE 4200 80 PINE STREET
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10005
(713) 220-4200 (212) 701-3000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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EXPLANATORY NOTE

This Amendment No. 1 is being filed solely for the purpose of filing exhibits.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses payable by the Registrant in connection with the issuance
and distribution of the securities being registered (other than underwriting
discounts and commissions) are as follows:

SEC Registration Fee........................................ $26,400
NASD Filing Fee............................................. 10,500
NASDAQ Listing Fee.......................................... *
Printing Expenses........................................... *
Accounting Fees and Expenses................................ *
Legal Fees and Expenses..................................... *
Transfer Agent and Registrar Fees........................... *
Miscellaneous Expenses...................................... *
-------
Total............................................. $
=======

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* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law ("DGCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

Lexicon's certificate of incorporation and bylaws provide that indemnification
shall be to the fullest extent permitted by the DGCL for all current or former
directors or officers. As permitted by the DGCL, the certificate of
incorporation provides that directors of Lexicon shall have no personal
liability to Lexicon or its stockholders for monetary damages for breach of
fiduciary duty as a director, except (1) for any breach of the director's duty
of loyalty to Lexicon or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law, (3)
under Section 174 of the DGCL or (4) for any transaction from which a director
derived an improper personal benefit.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Set forth in chronological order below is information regarding the number of
shares of common and preferred stock issued, and the number of options granted,
by the Registrant since January 1, 1997. Further included is the consideration,
if any, received by the Registrant for such shares and options, and information
relating to the section of the Securities Act, or rule of

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the SEC, under which exemption from registration was claimed. All awards of
options did not involve any sale under the Securities Act and none of these
securities were registered under the Securities Act.

1. In the past three years, the Registrant has issued options to purchase an
aggregate of 1,857,487 shares of common stock at a weighted average exercise
price of $5.05 per share. During this same time period, the Registrant has
issued a total of 39,961 shares of common stock pursuant to the exercise of
options previously granted.

2. On January 6, 1997, Lexicon sold to Gordon A. Cain 80,000 shares of common
stock pursuant to a June 1996 subscription agreement at a purchase price of
$5.00 per share.

3. On January 27, 1997, Lexicon sold to Gordon A. Cain 80,000 shares of common
stock pursuant to a June 1996 subscription agreement at a purchase price of
$5.00 per share.

4. In February 1997, Lexicon sold to Gordon A. Cain 80,000 shares of common
stock pursuant to a June 1996 subscription agreement at a purchase price of
$5.00 per share.

5. In March 1997, Lexicon sold to Gordon A. Cain 80,000 shares of common stock
pursuant to a June 1996 subscription agreement at a purchase price of $5.00 per
share.

6. In April 1997, Lexicon sold to Gordon A. Cain 80,000 shares of common stock
pursuant to a June 1996 subscription agreement at a purchase price of $5.00 per
share.

7. In May 1997, Lexicon sold to Gordon A. Cain 80,000 shares of common stock
pursuant to a June 1996 subscription agreement at a purchase price of $5.00 per
share.

8. In June 1997, Lexicon sold to Gordon A. Cain 80,000 shares of common stock
pursuant to a June 1996 subscription agreement at a purchase price of $5.00 per
share.

9. In July 1997, Lexicon sold to Gordon A. Cain 30,000 shares of common stock
pursuant to a June 1996 subscription agreement at a purchase price of $5.00 per
share.

10. In August 1997, Lexicon issued to William A. McMinn 45,000 warrants with an
exercise price of $7.50 per share in connection with a $1,000,000 note.

11. In August 1997, Lexicon issued to Carter Interests Ltd. 4,500 warrants with
an exercise price of $7.50 share in connection with a $100,000 note.

12. In May 1998, Lexicon sold 4,244,664 shares of series A convertible preferred
stock to 30 accredited investors in connection with venture capital financing at
a purchase price of $7.50 per share.

13. In May 1998, Lexicon issued to Punk, Ziegel & Company 201,667 warrants with
an exercise price of $7.50 per share in connection with venture capital
financing.

14. In July 1998, Lexicon issued to The Woodlands Commercial Properties, L.P.
83,333 warrants with an exercise price of $7.50 per share in connection with a
lease option.

Except as described above, no underwriters were engaged in connection with the
foregoing sales of securities. The sales of shares of common stock, series A
preferred stock and other securities listed above were made in reliance upon the
exemption from registration set forth in Section 4(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder for transactions not involving a
public offering and all purchasers were accredited investors as such term is
defined in Rule 501(a) of Regulation D. Issuances of options to the company's
employees and directors were made pursuant to Rule 701 promulgated under the
Securities Act. All of the foregoing securities are deemed restricted securities
for purposes of the Securities Act.

ITEM 16. EXHIBITS.

a. Exhibits:

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10.4** -- Employment Agreement with Brian P. Zambrowicz, Ph.D.
10.5 -- Employment Agreement with Julia P. Gregory
10.6 -- Employment Agreement with Randall B. Riggs
10.7** -- Form of Indemnification Agreement with Officers and
Directors
10.8** -- 2000 Equity Incentive Plan
10.9** -- 2000 Non-Employee Directors' Stock Option Plan
10.10+ -- Database Access Agreement, dated October 5, 1999, between
Lexicon and Millennium Pharmaceuticals, Inc.
10.11+ -- Agreement, dated March 21, 1997, between Lexicon and
Merck Genome Research Institute
10.12** -- Master Loan and Security Agreement dated May 21, 1999,
with FINOVA Capital Corporation
10.13 -- Lease Agreement, dated September 22, 1995 between Lexicon
and The Woodlands Corporation
21.1** -- Subsidiaries of Lexicon
23.1** -- Consent of Arthur Andersen LLP
23.2* -- Consent of Andrews & Kurth L.L.P. (contained in Exhibit
5.1)
24.1 -- Power of Attorney (contained in signature page)
27.1** -- Financial Data Schedule

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* To be filed by amendment.

** Previously filed.

+ Confidential treatment has been requested for a portion of this exhibit.

b. Financial Statement Schedules

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 14, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(b) To provide to the underwriter(s) at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriter(s) to permit prompt delivery
to each purchaser.

(c) For purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective.

(d) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of The
Woodlands, in the State of Texas, on March 1, 2000.

LEXICON GENETICS INCORPORATED

By: *

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Arthur T. Sands, M.D., Ph.D.

President and Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED BELOW.

SIGNATURE TITLE DATE
--------- ----- ----

* President, Chief Executive March 1, 2000
- ----------------------------------------------------- Officer and Director
Arthur T. Sands, M.D., Ph.D. (principal executive officer)

/s/ JEFFREY L. WADE, J.D. Executive Vice President and March 1, 2000
- ----------------------------------------------------- General Counsel
Jeffrey L. Wade, J.D.

* Chairman of the Board of March 1, 2000
- ----------------------------------------------------- Directors
William A. McMinn

* Director March 1, 2000
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Stephen J. Banks

* Director March 1, 2000
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Gordon A. Cain

* Director March 1, 2000
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Patricia M. Cloherty

* Director March 1, 2000
- -----------------------------------------------------
Paul Haycock, M.D.

*By: /s/ JEFFREY L. WADE, J.D.

--------------------------------

Jeffrey L. Wade, J.D.

Pursuant to a power-of-attorney
filed with

the Registration Statement on
Form S-1

(333-96469) on February 9, 2000.

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POWER OF ATTORNEY

The person whose signature appears below appoints Arthur T. Sands and Jeffrey L.
Wade, and each of them, any of whom may act without the joinder of the other, as
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any Registration Statement (including any
amendment thereto) for this offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as she might or would do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them or their or her
substitute and substitutes, may lawfully do or cause to be done by virtue
hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSON IN THE
CAPACITIES AND ON THE DATE INDICATED BELOW.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ JULIA P. GREGORY Executive Vice President and March 1, 2000
- ----------------------------------------------------- Chief Financial Officer
Julia P. Gregory (principal financial and
accounting officer)

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
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1.1* -- Form of Underwriting Agreement
3.1** -- Restated Certificate of Incorporation
3.2** -- Restated Bylaws
5.1* -- Opinion of Andrews & Kurth L.L.P.
10.1** -- Employment Agreement with Arthur T. Sands, M.D., Ph.D.
10.2** -- Employment Agreement with James R. Piggott, Ph.D.
10.3** -- Employment Agreement with Jeffrey L. Wade, J.D.
10.4** -- Employment Agreement with Brian P. Zambrowicz, Ph.D.
10.5 -- Employment Agreement with Julia P. Gregory
10.6 -- Employment Agreement with Randall B. Riggs
10.7** -- Form of Indemnification Agreement with Officers and
Directors
10.8** -- 2000 Equity Incentive Plan
10.9** -- 2000 Non-Employee Directors' Stock Option Plan
10.10+ -- Database Access Agreement, dated October 5, 1999, between
Lexicon and Millennium Pharmaceuticals, Inc.
10.11+ -- Agreement, dated March 21, 1997, between Lexicon and
Merck Genome Research Institute
10.12** -- Master Loan and Security Agreement dated May 21, 1999,
with FINOVA Capital Corporation
10.13 -- Lease Agreement, dated September 22, 1995 between Lexicon
and The Woodlands Corporation
21.1** -- Subsidiaries of Lexicon
23.1** -- Consent of Arthur Andersen LLP
23.2* -- Consent of Andrews & Kurth L.L.P. (contained in Exhibit
5.1)
24.1 -- Power of Attorney (contained in signature page)
27.1** -- Financial Data Schedule

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* To be filed by amendment.

** Previously filed.

+ Confidential treatment has been requested for a portion of this exhibit.