<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated October 20, 1999) Registration No. 333-85319
HUMAN GENOME SCIENCES, INC.
--------------------
$125,000,000
5 1/2% Convertible Subordinated Notes Due 2006
and
2,394,636 Shares of Common Stock
Issuable Upon Conversion of the Notes
--------------------
The following information supplements information contained in our
prospectus dated October 20, 1999 relating to the potential offer and sale from
time to time by holders of the notes and the underlying shares of our common
stock. See "Plan of Distribution" in our prospectus.
This prospectus supplement may only be delivered or used in connection
with our prospectus. This prospectus supplement is incorporated by reference
into our prospectus. Our common stock is listed on The Nasdaq National Market
under the symbol "HGSI."
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus Supplement dated November 29, 1999
<PAGE> 2
The notes were originally issued by us and sold by Credit Suisse First
Boston Corporation, as initial purchaser, in a transaction exempt from the
registration requirements of the Securities Act to persons reasonably believed
by the initial purchaser to be qualified institutional buyers or other
institutional accredited investors. Selling holders, including their
transferees, pledgees or donees or their successors, may from time to time offer
and sell any or all of the notes and common stock into which the notes are
convertible.
--------------------
The following table supplements the information in our prospectus with
respect to the selling holders and the principal amounts of notes and common
stock they beneficially own that may be offered under our prospectus. The
information is based on information provided by or on behalf of the selling
holders. All information provided in this prospectus supplement is as of
November 29, 1999.
The selling holders may offer all, some or none of the notes or common
stock into which the notes are convertible. Thus, we cannot estimate the amount
of the notes or the common stock that will be held by the selling holders upon
termination of any sales. The column showing ownership after completion of the
offering assumes that the selling holders will sell all of the securities
offered by this prospectus supplement. In addition, the selling holders
identified below may have sold, transferred or otherwise disposed of all or a
portion of their notes since the date on which they provided the information
about their notes in transactions exempt from the registration requirements of
the Securities Act. None of the selling holders has had any material
relationship with us or our affiliates within the past three years. No selling
holder named in the table below beneficially owns one percent or more of our
common stock.
<TABLE>
<CAPTION>
COMMON
STOCK OWNED
PRINCIPAL AMOUNT OF COMMON STOCK COMMON AFTER
NOTES BENEFICIALLY OWNED PRIOR TO STOCK COMPLETION OF
NAME OWNED AND OFFERED THE OFFERING OFFERED THE OFFERING
- ---- ----------------- ------------- -------------- ------------
<S> <C> <C> <C> <C>
Boulder Capital Inc......................... $ 5,300,000 101,532 101,532 -
Boulder II Limited.......................... 11,300,000 216,475 216,475 -
Onex Industrial Partners.................... 2,900,000 55,555 55,555 -
Pebble Capital Inc.......................... 500,000 9,578 9,578 -
----------------- ------------- -------------- ------------
Total................................. $20,000,000 383,140 537,544 -
================= ============= ============== ============
</TABLE>
Information concerning the selling holders may change from time to time
and any changed information will be set forth in future prospectus supplements
if and when necessary. Further, the per share conversion price, and therefore
the number of shares of common stock issuable upon conversion of the notes, is
subject to adjustment. As a result, the number of shares of common stock into
which the notes are convertible may increase or decrease.
S - 1
