UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

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

                                   May 6, 2004
                Date of Report (Date of earliest event reported)

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

                               ZymoGenetics, Inc.
             (Exact name of registrant as specified in its charter)

         Washington                 0-33489                    91-1144498
(State or other Jurisdiction     (Commission                 (IRS Employer
      of Incorporation)           File Number)            Identification Number)

            1201 Eastlake Avenue East
              Seattle, Washington                        98102-3702
    (Address of principal executive offices)             (Zip Code)

                                  206-442-6600
              (Registrant's telephone number, including area code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)








Item 7.   Financial Statements, Pro Forma Financial Information And Exhibits.

(c) Exhibits.

Exhibit 99.1 - Press Release dated May 6, 2004 of ZymoGenetics, Inc.

Item 12.  Results of Operations and Financial Condition

     On May 6, 2004, the Registrant issued a press release announcing its
results of operations and financial condition for the three months ended March
31, 2004. The full text of the press release is set forth in Exhibit 99.1
attached hereto. The press release should be read in conjunction with the note
regarding forward-looking statements, which is included in the text of the press
release.

     The information in this Current Report on Form 8-K, including the exhibits,
will not be treated as "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section. This information will not be incorporated by
reference into any filing under the Securities Act of 1933, or into another
filing under the Exchange Act, unless that filing expressly incorporates this
information by reference.











                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                              ZYMOGENETICS, INC.

Date: May 6, 2004                             By: /s/  JAMES A. JOHNSON
                                                  ------------------------------
                                                  Name:   James A. Johnson
                                                  Title:  Senior Vice President
                                                  and Chief Financial Officer















                                  EXHIBIT INDEX


Exhibit         Document Description
Number
- -------         --------------------

 99.1           Press release dated May 6, 2004 of ZymoGenetics, Inc.