UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~December~~January 1620, ~~2004~~2005

CYGNUS, INC.

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

Delaware	0-18962	94-2978092
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)


Delaware (State or Other Jurisdiction of Incorporation)		0-18962 (Commission File Number)		94-2978092 (IRS Employer Identification No.)

		400 Penobscot Drive, Redwood City, California		94063-4719
		(Address of principal executive offices)		(Zip Code)


400 Penobscot Drive, Redwood City, California (Address of Principal Executive Offices)		94063-4719 (Zip Code)

Registrant’s telephone number, including area code (650) 369-4300

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~o Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the ~~Form 8~~Exchange Act (17 CFR 240.14a-K12) ~~filing~~o isPre-commencement ~~intended~~communications pursuant to ~~simultaneously~~ ~~satisfy~~Rule 14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14d-2(b)) ~~under~~o ~~any~~Pre-commencement ofcommunications pursuant to Rule 13e-4(c) under the ~~following~~ ~~provisions:~~ Exchange Act (17 CFR 240.13e-4(c))

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4(c))

TABLE OF CONTENTS

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement~~Officers; ~~Item~~Election ~~9.01.~~of ~~Financial~~Directors; ~~Statements~~Appointment ~~and~~of ~~Exhibits~~Principal ~~SIGNATURES Exhibit Index EXHIBIT 99~~Officers.~~1 EXHIBIT 99.2 EXHIBIT 99.3~~

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement~~Officers; Election of Directors; Appointment of Principal Officers.

On ~~December~~January 1720, ~~2004~~2005, Cygnus, Inc. ~~issued~~was ainformed ~~press~~of ~~release announcing that it had entered into an Asset Purchase Agreement for~~ the ~~sale~~death of ~~substantially all~~director ofWalter ~~Cygnus’~~B. ~~intellectual property rights~~Wriston, ~~fixed assets, supplier,~~who ~~manufacturing~~passed ~~and~~away ~~license~~on ~~agreements~~January 19, ~~inventory~~2005. ~~and tangible personal property, to Animas Corporation for $10~~Mr.0 ~~million~~Wriston inserved ~~cash.~~as ~~Assets~~a ~~excluded~~director ~~from~~of ~~the sale include~~ Cygnus~~’ cash and cash equivalents~~, ~~accounts~~Inc. ~~receivable~~since ~~and~~1992 ~~its~~and ~~arbitration~~will ~~claim~~be ~~against~~greatly ~~Ortho-McNeil Pharmaceutical, Inc~~missed.~~, a Johnson &~~ ~~Johnson company.~~

TheTable Asset Purchase Agreement was unanimously approved by the Cygnus Board of Directors. Subject to the approval of its stockholders, Cygnus intends to wind up its business in accordance with applicable law following the closing of the asset sale, and at an appropriate time thereafter effect a complete liquidation and dissolution. The asset sale and the liquidation proposals are not conditioned upon one another. Contents

~~Cygnus currently expects the asset sale to close in the first quarter of~~SIGNATURES ~~2005, subject to certain conditions, including the approval of the stockholders~~ ~~of Cygnus.~~

~~In a~~Pursuant ~~separate~~to ~~transaction,~~the ~~Cygnus~~requirements ~~signed a lease termination agreement with its Redwood City facility whereby Cygnus paid a termination fee~~ of ~~$500,000,~~the ~~forfeited~~Securities ~~its~~Exchange ~~security~~Act ~~deposit~~ of ~~approximately $77~~1934,~~600 and~~ ~~will leave certain trade fixtures and personal property in~~ the ~~facility~~ ~~when~~registrant ~~the~~has ~~Company vacates on or before March 31, 2005.~~duly ~~The~~caused ~~early~~this ~~termination~~report ~~relieves~~to ~~the~~be ~~Company~~signed ofon its ~~contractual obligations~~behalf ofby ~~approximately $3.7 million for~~ the ~~remaining lease~~undersigned ~~term~~hereunto ~~through~~duly ~~April 30, 2009~~authorized.

A copy of the press release and Asset Purchase Agreement are attached hereto as Exhibits 99.1, 99.2 and 99.3, and are incorporated herein by reference.


	CYGNUS, INC.
Date: January 24, 2005	By:	/s/ Barbara G. McClung
		Barbara G. McClung
		Senior Vice President and General Counsel

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release by Cygnus, Inc. dated December 16, 2004 referred to in Item 1.01 above.
99.2		Asset Purchase Agreement between Cygnus, Inc., Animas Corporation and Animas Technologies LLC, dated December 16, 2004.
99.3		Lease Termination Agreement between Cygnus, Inc. and Metropolitan Life Insurance Company, dated December 16, 2004.

SIGNATURES

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.

		CYGNUS, INC.
Dated: December 17, 2004	By:	/s/ Barbara G. McClung
		Barbara G. McClung
		Senior Vice President
		and General Counsel

Exhibit Index

Exhibit Number		Description
99.1		Press Release by Cygnus, Inc. dated December 16, 2004 referred to in Item 1.01 above.
99.2		Asset Purchase Agreement between Cygnus, Inc., Animas Corporation and Animas Technologies LLC, dated December 16, 2004.
99.3		Lease Termination Agreement between Cygnus, Inc. and Metropolitan Life Insurance Company, dated December 16, 2004.

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