As filed with the Securities and Exchange Commission on June 20, 2005
Registration No. 333-      

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM S-8

CYTOKINETICS, INCORPORATED

280 East Grand Avenue
South San Francisco, CA 94080
(Address of principal executive offices)

2004 EQUITY INCENTIVE PLAN
(Full title of the plan)

James H. Sabry, M.D., Ph.D.
President and Chief Executive Officer
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, CA 94080
(650) 624-3000
(Name, address, and telephone number, including area code, of agent for service)

Copy to:
Michael J. O’Donnell, Esq.
Martin J. Waters, Esq.
Gavin McCraley, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300

CALCULATION OF REGISTRATION FEE

(1)		Represents an additional 995,861 shares of Common Stock available for issuance under the Company’s 2004 Equity Incentive Plan, as a result of provisions in the Company’s 2004 Equity Incentive Plan that allow automatic annual increases of Common Stock available for issuance under such plan.
(2)		Estimated in accordance with Rule 457(h) solely for the purpose of calculating the total registration fee. No options have been granted with respect to such shares. The computation is based upon the average of the high and low prices of the Common Stock as reported on The Nasdaq Stock Market on June 15, 2005.

 

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 5. Interests of Named Experts and Counsel.
	Item 8. Exhibits.
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 23.1

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Table of Contents

Statement Under General Instruction E
Registration of Additional Securities

     Unless as noted herein, the contents of the Cytokinetics, Incorporated’s (the “Company”) Form S-8 Registration Statement (File No. 333-115146) are incorporated by reference into this Registration Statement.

1

PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore filed by the Company with the Securities and Exchange Commission:

(1)		The Company’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2004.
(2)		The Company’s Definitive Proxy Statement on Schedule 14A, filed on April 6, 2005.
(3)		The Company’s Quarterly Report filed on Form 10-Q for the fiscal quarter ended March 31, 2005.
(4)		The Company’s Current Reports on Form 8-K dated January 6, 2005, February 7, 2005, March 28, 2005, March 30, 2005, and April 5, 2005.
(5)		The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A filed pursuant to Section 12(g) of the Exchange Act, as amended, and as declared effective on April 29, 2004.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Item 5. Interests of Named Experts and Counsel.

     Certain members of Wilson Sonsini Goodrich & Rosati, Professional Corporation, and investment partnerships of which such persons are partners, beneficially own 4,310 shares of the Company’s common stock.

Item 8. Exhibits.

*

Incorporated by reference to exhibits filed with the Company’s Registration Statement on Form S-1 (file no. 333-112261), and as declared effective on April 29, 2004.

II-1

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant, Cytokinetics, Incorporated, a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on this 20^th day of June, 2005.

	CYTOKINETICS, INCORPORATED
	By:	/s/ James H. Sabry
		James H. Sabry, M.D., Ph.D.
		President and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James H. Sabry and Sharon Surrey-Barbari, jointly and severally, as his attorneys-in-fact, with full power of substitution in each, for him in any and all capacities to sign any amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

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INDEX TO EXHIBITS

*

Incorporated by reference to exhibits filed with the Company’s Registration Statement on Form S-1 (file no. 333-112261), and as declared effective on April 29, 2004.

II-3

Exhibit 5.1

[Letterhead of Wilson Sonsini Goodrich & Rosati, P.C.]

June 20, 2005

Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, California 94080

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on June 20, 2005 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of 995,861 shares of your Common Stock, par value $0.001 per share (the “Shares”), to be issued under the 2004 Equity Incentive Plan (the “Plan”). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan.

It is our opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany each grant under the Plan, the Shares will be legally and validly issued, fully-paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

	Sincerely,
	/s/ Wilson Sonsini Goodrich & Rosati
	WILSON SONSINI GOODRICH & ROSATI Professional Corporation