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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

Date of Report (Date of earliest event reported): November 30, 2004

Array BioPharma Inc.
(Exact name of registrant as specified in its charter)

Delaware   000-31979   84-1460811
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 
 
 
 
 
3200 Walnut Street, Boulder, Colorado   80301
(Address of Principal Executive Offices)   (Zip Code)

Registrant's telephone number, including area code: (303) 381-6600

(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 (see General Instruction A.2. below):

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 8.01. OTHER EVENTS.

        On November 30, 2004, Array BioPharma Inc. issued a press release announcing that it plans to file a prospectus supplement with the Securities and Exchange Commission for the sale of 6,000,000 shares of its common stock in an underwritten offering pursuant to an existing shelf registration statement. A copy of the press release is attached hereto as Exhibit 99.1.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c)
Exhibits.

99.1
Press release of Array BioPharma Inc. dated November 30, 2004 announcing the public offering of 6,000,000 shares of its common stock under an existing shelf registration statement.


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.


 
 
ARRAY BIOPHARMA INC.

Date: November 30, 2004
 
By:
 
/s/  ROBERT E. CONWAY      
Robert E. Conway
Chief Executive Officer


EXHIBIT INDEX

Exhibit No.



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SIGNATURES
EXHIBIT INDEX