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: September 29, 2005

(Date of earliest event reported)




Eden Bioscience Corporation

(Exact name of registrant as specified in its charter)





WA

(State or other jurisdiction 
of incorporation)


0-31499

(Commission File Number)


91-1649604

(IRS Employer 
Identification Number)






11816 North Creek Parkway N. Bothell, WA

(Address of principal executive offices)

 

98011-8201

(Zip Code)




425-806-7300
(Registrant's telephone number, including area code)




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 230.425)

 
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing



On September 29, 2005, Eden Bioscience Corporation issued a press release announcing that it has applied to The Nasdaq Stock Market, Inc. to transfer the listing of its common stock from The Nasdaq National Market to The Nasdaq Capital Market (formerly known as The Nasdaq SmallCap Market). The press release is filed as Exhibit 99.1 to the Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits


(a) Financial statements:

             None

(b) Pro forma financial information:

             None

(c) Exhibits

             99.1       Press Release of Eden Bioscience Corporation dated September 29, 2005



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 hereunto duly authorized.








Dated: September 29, 2005



EDEN BIOSCIENCE CORPORATION

By:  /s/ Bradley S. Powell                      

     Bradley S. Powell

     Chief Financial Officer







Exhibit Index



Exhibit No.
Description


99.1
Press Release of Eden Bioscience Corporation dated September 29, 2005