UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(Dd) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~May~~June 214, 2006

Sirna Therapeutics, Inc.

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

Delaware		0-27914		34-1697351
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification Number)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		0-27914 (Commission File Number)		34-1697351 (I.R.S. Employer Identification No.)

185 Berry Street, Suite 6504 San Francisco, California ~~94107~~ (Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) 94107 (Zip Code)

(415) 512-7200 (Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code: (415~~Code) ~~512-7624~~

~~N/A~~Not applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR ~~230~~240.425) o 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 240.13e-4(c))

~~ITEM~~o Soliciting ~~2.02 RESULTS~~material OFpursuant ~~OPERATIONS~~to ~~AND~~Rule 14a-12 ~~FINANCIAL~~under ~~CONDITION ITEM~~the ~~7.01 REGULATION~~Exchange FDAct ~~DISCLOSURE~~(17 CFR 240.14a-12)

Ono Pre-commencement ~~Tuesday,~~communications ~~May 2,~~pursuant ~~2006,~~to ~~Sirna Therapeutics, Inc.~~ Rule 14d-2(~~the “Company”~~b) ~~issued~~under ~~a press release about~~ the ~~Company’s~~ ~~results~~Exchange ofAct ~~operations~~(17 ~~and cash balances for its first quarter ended March 31, 2006. A~~CFR ~~copy of the press release is furnished herewith as Exhibit 99~~240.~~1 and is incorporated herein by~~14d-2(b)) ~~reference.~~

~~Howard~~o Pre-commencement W.communications ~~Robin,~~pursuant ~~the Company’s President and Chief Executive Officer, and the Company’s senior management team will discuss these financial results as well as progress~~ to ~~date in Sirna’s clinical and preclinical programs during a conference call on Tuesday, May~~Rule ~~2, 2006, at~~ 13e-4~~:30 p.m. EST~~ (~~2:30 p.m. MDT and 1:30 p.m. PDT~~c)~~. A~~ ~~live~~under ~~audio webcast of~~ the ~~call~~Exchange ~~will~~Act be(17 ~~available at the~~CFR ~~Company’s corporate web site at www~~240.sirna.com. Participants are urged to log on to the web site 15 minutes prior to the scheduled start time to download and install any necessary audio software. To access the live telephonic broadcast, domestic callers should dial (888) 80213e-~~2280; international callers may dial~~ 4(~~913~~c) 312-1266. An audio webcast replay will be available on the Company’s web site, www.sirna.com, for 60 days. Additionally, a telephonic replay of the call will be maintained through midnight, Tuesday, May 16, 2006. To access the replay, please dial (888) ~~203-1112 from the~~ ~~U.S. or (719) 457-0820 when calling internationally, using confirmation code 8556450.~~

~~The information contained in these Items 2.02 and 7.01 of this Form 8-K, including Exhibit~~Item ~~99.~~1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section. ~~The information contained in these Items 2.02 and 7.~~01, Entry ~~including Exhibit 99.1, shall not be incorporated by reference~~ into ~~any~~a ~~filing~~Material ~~under~~Definitive ~~the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing~~Agreement.

~~ITEM~~ The 9Board of Directors (the “Board”) of Sirna Therapeutics, Inc.~~01 FINANCIAL~~ ~~STATEMENTS~~(the ~~AND~~“Company”) ~~EXHIBITS~~has previously approved an amendment to the Sirna Therapeutics, Inc. 2005 Performance Incentive Plan (the “2005 Plan”) which would increase the number of shares of the Company’s common stock that may be delivered pursuant to awards granted under the 2005 Plan by an additional 2,000,000 shares. The proposed amendment would also increase the limit on the number of shares that may be delivered pursuant to “incentive stock options” by 2,000,000 shares. At the Company’s annual stockholders meeting held on June 14, 2006, the Company’s stockholders approved the 2005 Plan amendment.

~~(d) Exhibits~~ The following summary of the 2005 Plan is qualified in its entirety by reference to the text of the 2005 Plan, which was previously filed as Annex A to the Company’s revised proxy statement dated May 25, 2006.

~~99.1~~ The ~~Press~~Board ~~Release~~or ~~issued~~one or more committees appointed by ~~Sirna~~the ~~Therapeutics,~~Board ~~Inc~~administers the 2005 Plan. onThe Board ~~May~~has 2,delegated ~~2006~~general administrative authority for the 2005 Plan to the Compensation Committee of the Board.

~~SIGNATURES~~ The administrator of the 2005 Plan has broad authority under the 2005 Plan to, among other things, select participants and determine the type(s) of award(s) that they are to receive and determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award.

~~Pursuant~~Persons eligible to ~~the~~receive ~~requirements~~awards ofunder the ~~Securities~~2005 ~~Exchange~~Plan ~~Act~~include ofofficers ~~1934,~~or asemployees ~~amended,~~of the ~~Registrant~~Company ~~has~~or ~~duly~~any ~~caused~~of ~~this~~its ~~report~~subsidiaries, todirectors beof ~~signed~~the onCompany or any of its ~~behalf~~subsidiaries, byand certain consultants and advisors to the ~~undersigned~~Company ~~hereunto~~or ~~duly authorized~~any of its subsidiaries.

~~Date~~ The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2005 Plan equals the sum of: ~~May~~(1) 5,749,745 shares (after giving effect to the 2005 Plan amendment), plus (2) the number of any shares subject to stock options granted under the Company’s 2001 Stock Option Plan (the “2001 Plan”) or the Company’s 1996 Stock Option Plan (the “1996 Plan”), ~~2006~~which expire, or for any reason are cancelled or terminated, after June 14, 2005.

~~SIRNA~~ To ~~THERAPEUTICS~~the extent that an award is settled in cash or a form other than shares, ~~INC~~the shares that would have been delivered had there been no such cash or other settlement will not be counted against the shares available for issuance under the 2005 Plan. In the event that shares are delivered in respect of a dividend equivalent right, stock appreciation right, or other award, only the actual number of shares delivered with respect to the award will be counted against the share limits of the 2005 Plan. Shares that are subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2005 Plan will again be available for subsequent awards under the 2005 Plan. Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award under the 2005 Plan, the 2001 Plan or the 1996 Plan (~~Registrant~~with respect to such payment in connection with any award under the 2001 Plan or the 1996 Plan, only to the extent such transaction occurred after June 14, 2005), as well as any shares exchanged by a participant or withheld by the Company or one of its subsidiaries to satisfy the tax withholding obligations related to any award under the 2005 Plan, the 2001 Plan or the 1996 Plan (with respect to such exchange or withholding in connection with any award under the 2001 Plan or the 1996 Plan, only to the extent such transaction occurs after the June 14, 2005), will be available for subsequent awards under the 2005 Plan. In addition, the 2005 Plan generally provides that shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the 2005 Plan.

~~By:~~ The ~~/s/~~types ~~Gregory~~of L.awards ~~Weaver~~that ~~Name:~~may ~~Gregory~~be L.granted ~~Weaver~~under ~~Title:~~the ~~Senior~~2005 ~~Vice~~Plan ~~President~~include ~~and~~stock ~~Chief~~options, ~~Financial~~stock appreciation ~~Officer~~rights, ~~(Principal~~restricted ~~Financial~~stock, stock bonuses and ~~Accounting~~other ~~Officer)~~forms of awards granted or denominated in the Company’s common stock or units of the Company’s common stock, as well as certain cash bonus awards.

As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2005 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

SIGNATURE

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, thereunto duly authorized.


	Sirna Therapeutics, Inc. (Registrant)
Date: June 20, 2006	By:	/s/ Gregory L. Weaver
		Gregory L. Weaver
		Senior Vice President and Chief Financial Officer

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