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

~~SECURITIES AND EXCHANGE COMMISSION~~————

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) of OF THE

~~The~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): April 27 29, 2011

TALECRIS BIOTHERAPEUTICS HOLDINGS CORP.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware (State or other jurisdiction of incorporation) 001-34473 (Commission File Number) 20-2533768 (I.R.S. Employer Identification No.)

Delaware

001-34473

20-2533768

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

P.O. Box 110526 4101 Research Commons 79 T.W. Alexander Drive Research Triangle Park, North Carolina		27709
(Address of principal executive offices)		(Zip Code)

4101 Research Commons
79 T.W. Alexander Drive

~~Registrant’s~~ Research ~~telephone~~Triangle ~~number~~Park, ~~including~~North ~~area code: (919) 316-6300~~Carolina 27709

~~Check~~(Address ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~principal ~~registrant~~executive ~~under any of the following provisions (see General Instruction A.2. below~~offices):

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~919) 316-6300

~~o Soliciting~~(Registrant's ~~material~~telephone ~~pursuant~~number, toincluding ~~Rule 14a-12~~area ~~under the Exchange Act (17 CFR 240.14a-12~~code)

~~o Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule 14d-2(b) under~~simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant under any of the following provisions:

~~o Pre-commencement~~¨ Written communications pursuant to Rule ~~13e-4(c)~~ 425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~13e-4(c~~425))

~~Item~~¨ Soliciting ~~2.02~~material ~~Results~~pursuant ofto ~~Operations~~Rule ~~and~~14a-12 ~~Financial~~under ~~Condition~~the Exchange Act (17 CFR 240.14a-12)

On¨ Pre-commencement ~~April 27,~~communications ~~2011,~~pursuant ~~Talecris~~to ~~Biotherapeutics~~Rule ~~Holdings~~14d-2(b) ~~Corp.~~under ~~issued a press release announcing its financial results for~~ the ~~three~~Exchange ~~months~~Act ~~ended~~(17 ~~March 31,~~CFR ~~2011~~240. ~~A copy of the press release is furnished as Exhibit 99.1 to this Form 8~~14d-K.2(b))

~~The~~¨ Pre-commencement ~~information~~communications inpursuant ~~this~~to ~~report,~~Rule ~~including~~13e-4(c) ~~Exhibit 99.1,~~under ~~shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934,~~CFR as amended, nor shall it be incorporated by reference in any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein240.13e-4(c))

Item 98.01 ~~Financial~~Other ~~Statements and Exhibits~~Events.

On April 29, 2011, Talecris Biotherapeutics Holdings Corp. (d“Talecris”) ~~Exhibits~~ and Grifols, S.A. (“Grifols”) signed a consent agreement with the staff of the Bureau of Competition of the U.S. Federal Trade Commission (the “FTC”) that outlines the conditions necessary for Grifols’ acquisition of Talecris to proceed.

No.		Description
99.1		Press Release dated April 27, 2011

To satisfy these necessary conditions, Grifols has signed documents agreeing to the sale of select assets and has entered into certain commercial, lease and manufacturing agreements with the Italian corporation, Kedrion SpA.

~~Pursuant~~The toconsent ~~the~~agreement ~~requirements~~remains ofsubject ~~the~~to ~~Securities~~approval ~~Exchange~~by ~~Act of 1934,~~ the ~~registrant~~FTC ~~has~~Commissioners ~~duly~~before ~~caused~~the ~~this~~transaction ~~report~~can to be ~~signed on its behalf by the undersigned hereunto duly authorized~~completed.

		TALECRIS BIOTHERAPEUTICS HOLDINGS CORP.
		By:	/s/ John M. Hanson
		Name:			John M. Hanson
		Title:		Executive Vice President and Chief Financial Officer
Date:	April 27, 2011

On May 2, 2011, Talecris issued a press release announcing the consent agreement. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

2Item 9.01 Financial Statements and Exhibits

~~EXHIBIT INDEX~~ (d) The following exhibits are filed with this Form 8-K:

No.		Description
Exhibit No.	Description
99.1	Press Release, dated May 2, 2011	~~Press Release dated April 27, 2011~~

3SIGNATURE

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

Talecris Biotherapeutics Holdings Corp.
(Registrant)

Date: May 2, 2011

       /s/ John F. Gaither, Jr.
       Name: John F. Gaither, Jr.
       Title: Executive Vice President, General Counsel

and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated May 2, 2011

Filing Compare · Talecris Biotherapeutics Holdings Corp.