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PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated May 16, 2000) Registration No. 333-36384
HUMAN GENOME SCIENCES, INC.
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$300,000,000
3 3/4% Convertible Subordinated Notes Due 2007
and
1,369,863 Shares of Common Stock
Issuable Upon Conversion of the Notes
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The following information supplements information
contained in our prospectus dated May 16, 2000, 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 July 14, 2000
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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.
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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 July
13, 2000.
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. Common stock owned prior to the offering and after completion of
the offering includes shares of common stock issuable upon conversion of our 5
1/2% Convertible Subordinated Notes Due 2006 and 5% Convertible Subordinated
Notes Due 2007.
<TABLE>
<CAPTION>
COMMON STOCK OWNED
PRINCIPAL AMOUNT OF NOTES COMMON STOCK OWNED PRIOR COMMON STOCK AFTER COMPLETION OF
NAME BENEFICIALLY OWNED AND OFFERED TO THE OFFERING OFFERED THE OFFERING
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<S> <C> <C> <C> <C>
IBM Retirement Plan ........... $ 180,000 821 821 --
Jefferies & Co. ............... 2,700,000 36,328 12,328 24,000
Oppenheimer Convertible
Securities Fund ............. 7,000,000 31,963 31,963 --
San Diego County Employee's
Retirement Association ...... 120,000 547 547 --
Winchester Convertible
Plus Ltd. ................... 200,000 913 913 --
--------------- ----------- ------------ --------
Total....................... $10,200,000 70,572 46,572 24,000
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</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. In addition, the per share conversion price
and the "make-whole" payment, if any, and therefore the number of shares of
common stock issuable upon conversion or redemption of the notes, are subject to
adjustment. See "Description of Securities - Conversion Rights" and "--
Provisional Redemption" in the prospectus. As a result, the aggregate principal
amount of notes and the number of shares of common stock issuable upon
conversion or redemption may increase or decrease.
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