UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~report ~~ACT~~(Date OFof earliest ~~1934~~event reported): June 23, 2005

Date of report (Date of earliest event reported): April 26, 2005

Abgenix, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

Delaware
(State or Other Jurisdiction of Incorporation)

000-24207		94-3248826
(Commission File Number)		(IRS Employer Identification No.)

6701 Kaiser Drive, Fremont California		94555
(Address of Principal Executive Offices)		(Zip Code)

510-284-6500
(Registrant’s Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

~~(State~~Check orthe ~~Other~~appropriate ~~Jurisdiction~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Incorporation~~the registrant under any of the following provisions (see General Instruction A.2. below):

000-24207		94-3248826
(Commission File Number)		(IRS Employer Identification No.)
6701 Kaiser Drive, Fremont California		94555
(Address of Principal Executive Offices)		(Zip Code)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~510~~o Soliciting material pursuant to Rule 14a-~~284~~12 under the Exchange Act (17 CFR 240.14a-~~6500~~12)

o Pre-commencement communications pursuant to Rule 14d-2(~~Registrant’s~~b) under ~~Telephone~~the ~~Number,~~Exchange ~~Including~~Act ~~Area~~(17 CFR ~~Code~~240.14d-2(b))

~~(Former~~o Pre-commencement communications ~~Name~~pursuant orto ~~Former~~Rule 13e-4(c) under ~~Address, if~~the ~~Changed~~Exchange ~~Since~~Act ~~Last~~(17 ~~Report~~CFR 240.13e-4(c))

~~Check~~Item ~~the appropriate~~2.05 ~~box~~Costs ~~below~~Associated ifWith ~~the~~Exit ~~Form~~or ~~8-K~~Disposal ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~Activities

~~o Written~~On ~~communications~~June 23, ~~pursuant~~2005, the Board of Directors of Abgenix, Inc. (the “Company”) committed the Company to ~~Rule~~a ~~425~~restructuring plan in which the Company will consolidate its research and pre-clinical activities into the Company’s facility located in Burnaby, British Columbia. The Company expects this consolidation to be substantially completed by the end of 2005. Other than operating lease payments to be made under existing agreements, the ~~Securities~~Company ~~Act~~anticipates ~~(17~~cash payments ~~CFR~~related ~~230~~to the restructuring of approximately $2.~~425)~~2 to $2.9 million to be paid in the third and fourth quarters of 2005.

~~o Soliciting~~A ~~material~~copy ~~pursuant~~of tothe press ~~Rule~~release ~~14a-12~~announcing ~~under~~this ~~the~~restructuring ~~Exchange~~is ~~Act~~attached ~~(17~~to ~~CFR~~this ~~240.14a~~current report on Form 8-~~12)~~K as Exhibit 99.1 and is incorporated herein.

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 2.02 Results of Operations and Financial Condition

On April 26, 2005, Abgenix, Inc. issued a press release to report the company’s financial results for the quarter ended March 31, 2005. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.		Description
99.1		Press Release of Abgenix, Inc. dated ~~April~~June 2628, 2005

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.

	ABGENIX, INC.
Dated: April 26, 2005	By:	/s/ H. Ward Wolff
Dated: June 28, 2005	By:	/s/ H. Ward Wolff
		H. Ward Wolff Chief Financial Officer and Senior Vice President, Finance

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
Exhibit No.		Description
99.1		Press Release of Abgenix, Inc. dated ~~April~~June 2628, 2005

Filing Compare · ABGENIX INC