FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BRISTOL MYERS SQUIBB CO

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/7/2010 

3. Issuer Name and Ticker or Trading Symbol

ZYMOGENETICS INC [ZGEN]

(Last)        (First)        (Middle)

345 PARK AVENUE, 

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10154       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   0   (1) (2) (3) (4) I   (1) (2) (3) (4) See notes   (1) (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Zeus Acquisition Corporation, a Washington corporation ("Purchaser"), is wholly-owned by Bristol-Myers Squibb Company ("Parent").
( 2)  On September 7, 2010, ZymoGenetics, Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Purchaser. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser has commenced a cash tender offer to acquire all of the shares of the Issuer's Common Stock (the "Offer") for a purchase price of $9.75 per share in cash (the "Offer Price"). This report is neither an offer to purchase nor a solicitation of an offer to sell shares of the Issuer. Parent and Purchaser have filed a tender offer statement with the SEC, and have mailed or will mail an offer to purchase, forms of letter of transmittal and related documents to Issuer shareholders. The Issuer has filed with the SEC, and has mailed or will mail to Issuer shareholders, a solicitation/recommendation statement on Schedule 14D-9. (Continued on Footnote 3).
( 3)  These documents contain important information about the tender offer and shareholders of the Issuer are urged to read them carefully and in their entirety. These documents contain important information about the tender offer and Issuer shareholders are urged to read them carefully and in their entirety when they become available. These documents will be available at no charge at the SEC's website at www.sec.gov. The tender offer statement and the related materials may be obtained for free by directing a request by mail to Georgeson Inc., 199 Water Street, 26th Floor, New York, New York 10038 or by calling toll-free (800) 509-1078. In addition, a copy of the offer to purchase, letter or transmittal and certain other related tender offer documents (once they become available) may also be obtained free of charge from Parent by directing a request to: Public Affairs, Telephone No.: (609) 252-6579; E-Mail: jennifer.mauer@bms.com.
( 4)  Purchaser and Parent may be deemed to have shared voting power of 36.4% of the outstanding Issuer common stock pursuant to certain Tender and Support Agreements, dated September 7, 2010, by and among Purchaser, Parent and certain shareholders (the "Shareholders") of Issuer. See the Schedule 13D filed by Parent on September 15, 2010. Parent and Purchaser expressly disclaim beneficial ownership of any shares of common stock of ZymoGenetics, Inc. covered by the Tender and Support Agreements. Neither Parent nor Purchaser has any pecuniary interest in the shares held by the Shareholders and each expressly disclaims beneficial ownership of any shares covered by the Tender and Support Agreements.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BRISTOL MYERS SQUIBB CO
345 PARK AVENUE
NEW YORK, NY 10154
X

Zeus Acquisition Corp
C/O BRISTOL-MYERS SQUIBB COMPANY
345 PARK AVENUE
NEW YORK, NY 10154
X


Signatures
/s/ Dr. Jeremy Levin for Bristol-Myers Squibb Company 9/15/2010
** Signature of Reporting Person Date

/s/ Dr. Jeremy Levin for Zeus Acquisition Corporation 9/15/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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