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~~

~~September 13,~~Securities ~~2010~~Exchange Act of 1934

October 27, 2010

Date of Report (Date of earliest event reported)

GTC BIOTHERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Massachusetts

0-21794

04-3186494

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

175 Crossing Boulevard

Framingham, Massachusetts 01702

(Address of Principal Executive Offices, including Zip Code)

(508) 620-9700

Registrant’s telephone number, including area code

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:

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

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 82.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition

On ~~September~~October 1327, 2010, ~~the~~ ~~independent directors of~~ GTC Biotherapeutics, Inc. (“GTC”) ~~received~~issued a ~~letter~~press ~~from~~release ~~LFB~~correcting ~~Biotechnologies, S.A.S. (“LFB”) seeking to initiate discussions with respect to~~ a ~~potential~~press ~~transaction~~release ~~with~~issued ~~GTC~~earlier ~~comprised~~on ofOctober ~~(1) a private~~27, ~~placement~~2010 ~~followed~~and byannouncing ~~(2) a statutory short-form merger to cash out~~ GTC’s ~~minority~~financial ~~shareholders.~~results ~~LFB’s letter did not contain a proposed price~~ for ~~either~~ the ~~private~~third ~~placement~~quarter orended ~~the short-form merger. For clarity~~September 30, ~~LFB has not made any offer requiring any action by GTC’s board of directors or shareholders~~2010. A copy of ~~this~~the ~~letter~~corrected press release is ~~included~~furnished herewith as Exhibit 99.1 ~~and all descriptions thereof are qualified in their entirety by reference thereto~~.

OnThe ~~September 17,~~information contained ~~2010,~~in ~~the~~this ~~board~~Item 2.02 ofand ~~directors~~in ~~formed~~Exhibit an99.1 ~~independent~~is ~~committee~~furnished ~~consisting~~and ~~solely~~shall ofnot ~~directors~~be ~~having~~deemed noto ~~affiliation~~be ~~with~~“filed” ~~LFB~~for ~~to engage~~purposes inof ~~any~~Section 18 ~~discussions~~of ~~with~~the ~~LFB~~Securities ~~and~~Exchange toAct ~~consider~~of ~~any~~1934, ~~proposal~~as ~~made~~amended by(the ~~LFB~~“Exchange Act”), or ~~any~~otherwise ~~other~~subject to ~~party.~~the ~~GTC’s~~liabilities ~~board~~ of ~~directors~~that ~~and~~section, ~~the~~nor ~~independent~~shall ~~committee,~~it ~~consistent~~be ~~with~~deemed ~~their~~incorporated ~~fiduciary~~by ~~duties~~reference ~~and~~ in ~~consultation~~any ~~with~~filing ~~appropriate~~made ~~advisors,~~by ~~will carefully~~GTC ~~consider~~under ~~LFB’s~~the ~~request~~Securities ~~for~~Act ~~discussions~~of ~~and~~1933, ~~any~~as ~~proposal~~amended, ~~made~~or ~~during~~the ~~these~~Exchange ~~discussions~~Act, orexcept ~~proposals~~as ~~made~~expressly set forth by ~~any~~specific ~~other~~reference ~~party.~~in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 ~~Letter~~Press ~~from~~release ~~LFB~~of ~~Biotechnologies, S.A.S. to~~ GTC Biotherapeutics, Inc., dated October 27, 2010, correcting a press release issued earlier on October 27, 2010 and reporting GTC’s financial results for the third quarter ended September 1330, 2010. Furnished herewith pursuant to Item 2.02.

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.

GTC BIOTHERAPEUTICS, INC. By: /s/ William K. Heiden William K. Heiden, President and Chief Executive Officer

ByDate: October 27, ~~/s/~~2010 ~~William K. Heiden~~

William K. Heiden,

President and Chief Executive Officer

Date: September 17, 2010

EXHIBIT INDEX

Exhibit No.		Exhibit Name
99.1		~~Letter~~Press ~~from~~release ~~LFB~~of ~~Biotechnologies, S.A.S. to~~ GTC Biotherapeutics, Inc., dated October 27, 2010, correcting a press release issued earlier on October 27, 2010 and reporting GTC’s financial results for the third quarter ended September 1330, 2010. Furnished herewith pursuant to Item 2.02.

Filing Compare · rEVO Biologics, Inc.