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): May 28, 1998 (May 20, 1998)



                           HUMAN GENOME SCIENCES, INC.

               (Exact Name of Registrant as Specified in Charter)





                                    Delaware
                         (State or Other Jurisdiction of
                                 Incorporation)

                                    0-022962
                            (Commission File Number)


                                   22-3178468
                       (IRS Employer Identification No.)


              9410 Key West Avenue, Rockville, Maryland 20850-3338
               (Address of Principal Executive Offices) (ZIP Code)





       Registrant's telephone number, including area code: (301) 309-8504



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





<PAGE>

Item 5.       Other Events.

     On May 20, 1998,  Human Genome  Sciences,  Inc. (the  "Company")  adopted a
Shareholder  Rights Plan which  provided  for the  issuance of  preferred  share
purchase rights.
 
     In order  to  implement  the new  Shareholder  Rights  Plan,  the  Board of
Directors of the Company has  authorized a distribution  of one preferred  share
purchase right (a "Right") for each outstanding share of common stock, par value
$.01 (the "Common Shares"),  of the Company. The dividend is payable on June 26,
1998 to stockholders of record on May 27, 1998 (the "Record Date"). The terms of
the Rights are set forth in a Rights Agreement (the "Rights  Agreement") between
the Company and American Stock  Transfer & Trust  Company,  as Rights Agent (the
"Rights Agent"), dated as of May 20, 1998, as amended from time to time.

     Each Right entitles the registered  holder to purchase from the Company one
one-thousandth  of a share of Junior  Participating  Preferred  Stock, par value
$.01,  of the  Company  (the  "Preferred  Shares") at a price of $250.00 per one
one-thousandth  of  a  Preferred  Share  (the  "Purchase  Price"),   subject  to
adjustment.

     Until the earlier to occur of (i) 10 days  following a public  announcement
that  an  "Acquiring  Person"  acquired,  or  obtained  the  right  to  acquire,
beneficial  ownership of 15% (20% in the case of the Bass  Investors (as defined
below)) or more of the  outstanding  Common  Shares or (ii) 10 business days (or
such later date as may be  determined  by the Board of  Directors  prior to such
time as any person becomes an Acquiring  Person)  following the  commencement or
announcement  of an  intention  to make a tender  offer or  exchange  offer  the
consummation  of which  would  result in the  "Acquiring  Person"  becoming  the
beneficial  owner of 15% (20% in the case of the Bass Investors) or more of such
outstanding   Common  Shares  (the  earlier  of  such  dates  being  called  the
"Distribution  Date"), the Rights will be evidenced,  with respect to any of the
Common Share  certificates  outstanding  as of the Record  Date,  by such Common
Share  certificate.  Acquiring  Person  is  defined  as any  person  or group of
affiliated  or  associated  persons,  other than  employee  benefit plans of the
Company and its subsidiaries,  who has acquired beneficial ownership of 15% (20%
in the case of the Bass Investors) or more of the outstanding Common Shares. The
Rights Agreement  provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares.  Until the  Distribution  Date
(or  earlier  redemption  or  expiration  of  the  Rights),   new  Common  Share
certificates  issued after the Record Date upon  transfer or new issuance of the
Common  Shares will  contain a notation  incorporating  the Rights  Agreement by
reference.  Until the Distribution Date (or earlier  redemption or expiration of
the Rights),  the surrender for transfer of any  certificates  for Common Shares
outstanding  as of the Record  Date,  even  without  such  notation or a summary
description  of the Rights being  attached  thereto,  will also  constitute  the
transfer of the Rights  associated  with the Common Shares  represented  by such
certificate.  As soon as practicable  following the Distribution Date,  separate
certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
holders  of record of the  Common  Shares  as of the  close of  business  on the
Distribution Date and such separate Right  Certificates  alone will evidence the
Rights.  The Bass  Investors  consist  of Sid R. Bass and  certain  stockholders
affiliated with him.

                                      -2-


<PAGE>

     The Rights are not exercisable until the Distribution Date. The Rights will
expire on May 20,  2008,  unless  earlier  redeemed by the Company as  described
below.

     The  Purchase  Price  payable,  and the  number of  Common  Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
dividend on, or a  subdivision,  combination or  reclassification  of the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for Common Shares or  convertible  securities at less than
the current market price of the Common Shares or (iii) upon the  distribution to
holders of the Common Shares of evidences of indebtedness  or assets  (excluding
regular  periodic  cash  dividends  out of  earnings  or  retained  earnings  or
dividends  payable in Preferred  Shares) or of  subscription  rights or warrants
(other than those referred to above).

     With  certain  exceptions,  no  adjustment  in the  Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price. No fractional  Preferred  Shares (other than fractions that
are  integral  multiples  of one  one-thousandth  of a Preferred  Share) will be
issued and in lieu  thereof,  a payment in cash will be made based on the market
price  of the  Common  Shares  on the  last  trading  date  prior to the date of
exercise.

     In the event that the Company were  acquired in a merger or other  business
combination  transaction  or 50% or more of its  consolidated  assets or earning
power were sold,  proper  provision  will be made so that each holder of a Right
shall  thereafter  have the right to receive,  upon the exercise  thereof at the
then current exercise price of the Right,  that number of shares of common stock
of the  acquiring  company  which at the time of such  transaction  would have a
market value of two times the exercise price of the Right. In the event that the
Company were the  surviving  corporation  in a merger and the Common Shares were
not changed or exchanged, or in the event that any person becomes the beneficial
owner of 15% (20% in the case of the Bass  Investors)  or more of the  Company's
Common  Shares  and  hence an  Acquiring  Person  (a  "Flip-In  Event"),  proper
provision  will be made so that each  holder of a Right,  other than Rights that
are or were beneficially owned by the Acquiring Person (which will thereafter be
void),  will  thereafter  have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the Right
(or Preferred Shares if so elected by the Board of Directors).

     At any time prior to the close of business on the date a person  becomes an
Acquiring Person, the Company,  by a vote of the Board of Directors,  may redeem
the  Rights  in  whole,  but not in part,  at a price of $.001  per  Right  (the
"Redemption  Price").  The  right of  redemption  also may be  reinstated  under
certain  circumstances  described in the Rights Agreement,  including if a term,
provision, covenant or restriction of the Rights Agreement is held by a court or
other  authority  to be invalid,  void or  unenforceable.  Immediately  upon the
action of the Board of Directors ordering redemption of the Rights, the right to
exercise the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.


                                      -3-
<PAGE>

     At any time after any  person  becomes an  Acquiring  Person,  the Board of
Directors  of the Company  may, at its option,  exchange all or part of the then
outstanding and exercisable Rights (excluding Rights of an Acquiring Person that
have become void) for Common Shares at an exchange ratio of one Common Share per
Right,  appropriately  adjusted to reflect any stock  split,  stock  dividend or
similar  transaction  occurring  after  the  date  hereof.  Notwithstanding  the
foregoing, the Board of Directors shall not be empowered to effect such exchange
at any time  after  any  Acquiring  Person,  together  with all  Affiliates  and
Associates of such Person,  becomes the  Beneficial  Owner of 50% or more of the
Common Shares then outstanding. In lieu of Common Shares, the Board of Directors
may elect to substitute Preferred Shares for any such exchange.

     Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive  dividends.  While the distribution of the Rights will not
be taxable to stockholders or to the Company,  stockholders may,  depending upon
the circumstances,  recognize taxable income in the event that the Rights become
exercisable  for Common  Stock (or other  consideration)  of the  Company or for
common stock of the acquiring company as set forth above.

     Other than an amendment to those  provisions  relating to certain  economic
terms of the  Rights,  any of the  provisions  of the  Rights  Agreement  may be
amended by the Board of Directors of the Company prior to the Distribution Date,
including,   without  limitation,  any  amendment  deemed  to  be  necessary  or
appropriate in light of any judicial or other legal developments, whether or not
binding  precedent in respect of the Rights  Agreement.  After the  Distribution
Date,  the  provisions  of the Rights  Agreement  may be amended by the Board in
order to cure any ambiguity,  to make changes which do not adversely  affect the
interest of holders of Rights (excluding the interests of any Acquiring Person),
or to shorten or lengthen any time period under the Rights Agreement;  provided,
however,  that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not  redeemable  and no amendment  may be
made after the Distribution Date which shortens the final expiration date of the
Rights Agreement.  Without limiting any of the foregoing, at any time prior to a
Person (other than certain  employee  benefit plans of the Company)  becoming an
Acquiring  Person,  the  Board  may  amend  the  Rights  Agreement  to lower the
threshold  for  exercisability  of the  Rights  (and  the  determination  of the
existence  of an  Acquiring  Person)  from  15%  (20% in the  case  of the  Bass
Investors)  to any  percentage  greater  than  the  greater  of (i) the  largest
percentage  of  outstanding  Common  Shares  then  known  to the  Company  to be
beneficially  owned by any Person or group of affiliated  or associated  persons
(subject to certain  exceptions as set forth in the Rights  Agreement)  and (ii)
10%.






                                      -4-
   

<PAGE>

     A copy of the  Rights  Agreement  is being  filed with the  Securities  and
Exchange  Commission as an Exhibit  hereto and is available  free of charge from
the  Company.  This  summary  description  of the Rights  does not purport to be
complete and is qualified in its entirety by reference to the Rights  Agreement,
as amended from time to time, which is hereby incorporated herein by reference.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

(a) and (b)   Financial Statements and Pro Forma Information.   None.

(c)  Exhibits.  The  following  exhibits  are filed  with this  report,  and the
foregoing description is modified by
reference to such exhibits:

               4.   Rights  Agreement  between the Company  and  American  Stock
                    Transfer & Trust Company,  as Rights Agent,  dated as of May
                    20,  1998  which  includes  as  Exhibit  A the Form of Right
                    Certificate.   Pursuant  to  the  Rights  Agreement,   Right
                    Certificates will not be mailed until as soon as practicable
                    after the  earlier of the tenth day  following  announcement
                    that a person or group has acquired beneficial  ownership of
                    15% (20% in the case of the Bass  Investors)  or more of the
                    Common  Shares  or the  tenth  business  day  after a person
                    commences  or announces  its  intention to commence an offer
                    the   consummation   of  which  would  result  in  a  person
                    beneficially  owning  15%  (20%  in the  case  of  the  Bass
                    Investors) or more of the Common Shares. 















                                      -5-

<PAGE>

                                   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.

                                         HUMAN GENOME SCIENCES, INC.



                                         By: /s/ Steven C. Mayer              
                                             ------------------------


Date:  May 28, 1998





















                                      -6-
<PAGE>

                                  EXHIBIT INDEX


Exhibit              Description                                     Page No.
-------              -----------                                     --------

   4.      Rights Agreement between the Company and American Stock      9
           Transfer  & Trust  Company,  dated  as of May 20,  1998
           which   includes   as  Exhibit  A  the  Form  of  Right
           Certificate.  Pursuant to the Rights  Agreement,  Right
           Certificates  will  not be  mailed  until  as  soon  as
           practicable after the earlier of the tenth business day
           following  announcement  that a  person  or  group  has
           acquired  beneficial  ownership of 15% (20% in the case
           of the Bass  Investors) or more of the Common Shares or
           the  tenth  business  day after a person  commences  or
           announces  its  intention  to  commence  an  offer  the
           consummation   of  which  would   result  in  a  person
           beneficially  owning  15%  (20% in the case of the Bass
           Investors) or more of the Common Shares.














                                      -7-
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 15438}]
{"company-data": {"conformed-name": "HUMAN GENOME SCIENCES INC", "cik": "0000901219", "assigned-sic": "2835", "irs-number": "223178468", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14169", "film-number": "98633202"}, "business-address": {"street1": "9410 KEY WEST AVENUE", "city": "ROCKVILLE", "state": "MD", "zip": "20850-3331", "phone": "3013098504"}, "mail-address": {"street1": "9410 KEY WEST AVE", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
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): May 28, 1998 (May 20, 1998)

                           HUMAN GENOME SCIENCES, INC.

               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                         (State or Other Jurisdiction of
                                 Incorporation)

                                    0-022962
                            (Commission File Number)

                                   22-3178468
                       (IRS Employer Identification No.)

              9410 Key West Avenue, Rockville, Maryland 20850-3338
               (Address of Principal Executive Offices) (ZIP Code)

       Registrant's telephone number, including area code: (301) 309-8504

          (Former Name or Former Address, if Changed Since Last Report)
Item 5.       Other Events.

     On May 20, 1998,  Human Genome  Sciences,  Inc. (the  "Company")  adopted a
Shareholder  Rights Plan which  provided  for the  issuance of  preferred  share
purchase rights.
 
     In order  to  implement  the new  Shareholder  Rights  Plan,  the  Board of
Directors of the Company has  authorized a distribution  of one preferred  share
purchase right (a "Right") for each outstanding share of common stock, par value
$.01 (the "Common Shares"),  of the Company. The dividend is payable on June 26,
1998 to stockholders of record on May 27, 1998 (the "Record Date"). The terms of
the Rights are set forth in a Rights Agreement (the "Rights  Agreement") between
the Company and American Stock  Transfer & Trust  Company,  as Rights Agent (the
"Rights Agent"), dated as of May 20, 1998, as amended from time to time.

     Each Right entitles the registered  holder to purchase from the Company one
one-thousandth  of a share of Junior  Participating  Preferred  Stock, par value
$.01,  of the  Company  (the  "Preferred  Shares") at a price of $250.00 per one
one-thousandth  of  a  Preferred  Share  (the  "Purchase  Price"),   subject  to
adjustment.

     Until the earlier to occur of (i) 10 days  following a public  announcement
that  an  "Acquiring  Person"  acquired,  or  obtained  the  right  to  acquire,
beneficial  ownership of 15% (20% in the case of the Bass  Investors (as defined
below)) or more of the  outstanding  Common  Shares or (ii) 10 business days (or
such later date as may be  determined  by the Board of  Directors  prior to such
time as any person becomes an Acquiring  Person)  following the  commencement or
announcement  of an  intention  to make a tender  offer or  exchange  offer  the
consummation  of which  would  result in the  "Acquiring  Person"  becoming  the
beneficial  owner of 15% (20% in the case of the Bass Investors) or more of such
outstanding   Common  Shares  (the  earlier  of  such  dates  being  called  the
"Distribution  Date"), the Rights will be evidenced,  with respect to any of the
Common Share  certificates  outstanding  as of the Record  Date,  by such Common
Share  certificate.  Acquiring  Person  is  defined  as any  person  or group of
affiliated  or  associated  persons,  other than  employee  benefit plans of the
Company and its subsidiaries,  who has acquired beneficial ownership of 15% (20%
in the case of the Bass Investors) or more of the outstanding Common Shares. The
Rights Agreement  provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares.  Until the  Distribution  Date
(or  earlier  redemption  or  expiration  of  the  Rights),   new  Common  Share
certificates  issued after the Record Date upon  transfer or new issuance of the
Common  Shares will  contain a notation  incorporating  the Rights  Agreement by
reference.  Until the Distribution Date (or earlier  redemption or expiration of
the Rights),  the surrender for transfer of any  certificates  for Common Shares
outstanding  as of the Record  Date,  even  without  such  notation or a summary
description  of the Rights being  attached  thereto,  will also  constitute  the
transfer of the Rights  associated  with the Common Shares  represented  by such
certificate.  As soon as practicable  following the Distribution Date,  separate
certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
holders  of record of the  Common  Shares  as of the  close of  business  on the
Distribution Date and such separate Right  Certificates  alone will evidence the
Rights.  The Bass  Investors  consist  of Sid R. Bass and  certain  stockholders
affiliated with him.

                                      -2-
The Rights are not exercisable until the Distribution Date. The Rights will
expire on May 20,  2008,  unless  earlier  redeemed by the Company as  described
below.

     The  Purchase  Price  payable,  and the  number of  Common  Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
dividend on, or a  subdivision,  combination or  reclassification  of the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for Common Shares or  convertible  securities at less than
the current market price of the Common Shares or (iii) upon the  distribution to
holders of the Common Shares of evidences of indebtedness  or assets  (excluding
regular  periodic  cash  dividends  out of  earnings  or  retained  earnings  or
dividends  payable in Preferred  Shares) or of  subscription  rights or warrants
(other than those referred to above).

     With  certain  exceptions,  no  adjustment  in the  Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price. No fractional  Preferred  Shares (other than fractions that
are  integral  multiples  of one  one-thousandth  of a Preferred  Share) will be
issued and in lieu  thereof,  a payment in cash will be made based on the market
price  of the  Common  Shares  on the  last  trading  date  prior to the date of
exercise.

     In the event that the Company were  acquired in a merger or other  business
combination  transaction  or 50% or more of its  consolidated  assets or earning
power were sold,  proper  provision  will be made so that each holder of a Right
shall  thereafter  have the right to receive,  upon the exercise  thereof at the
then current exercise price of the Right,  that number of shares of common stock
of the  acquiring  company  which at the time of such  transaction  would have a
market value of two times the exercise price of the Right. In the event that the
Company were the  surviving  corporation  in a merger and the Common Shares were
not changed or exchanged, or in the event that any person becomes the beneficial
owner of 15% (20% in the case of the Bass  Investors)  or more of the  Company's
Common  Shares  and  hence an  Acquiring  Person  (a  "Flip-In  Event"),  proper
provision  will be made so that each  holder of a Right,  other than Rights that
are or were beneficially owned by the Acquiring Person (which will thereafter be
void),  will  thereafter  have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the Right
(or Preferred Shares if so elected by the Board of Directors).

     At any time prior to the close of business on the date a person  becomes an
Acquiring Person, the Company,  by a vote of the Board of Directors,  may redeem
the  Rights  in  whole,  but not in part,  at a price of $.001  per  Right  (the
"Redemption  Price").  The  right of  redemption  also may be  reinstated  under
certain  circumstances  described in the Rights Agreement,  including if a term,
provision, covenant or restriction of the Rights Agreement is held by a court or
other  authority  to be invalid,  void or  unenforceable.  Immediately  upon the
action of the Board of Directors ordering redemption of the Rights, the right to
exercise the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.

                                      -3-
At any time after any  person  becomes an  Acquiring  Person,  the Board of
Directors  of the Company  may, at its option,  exchange all or part of the then
outstanding and exercisable Rights (excluding Rights of an Acquiring Person that
have become void) for Common Shares at an exchange ratio of one Common Share per
Right,  appropriately  adjusted to reflect any stock  split,  stock  dividend or
similar  transaction  occurring  after  the  date  hereof.  Notwithstanding  the
foregoing, the Board of Directors shall not be empowered to effect such exchange
at any time  after  any  Acquiring  Person,  together  with all  Affiliates  and
Associates of such Person,  becomes the  Beneficial  Owner of 50% or more of the
Common Shares then outstanding. In lieu of Common Shares, the Board of Directors
may elect to substitute Preferred Shares for any such exchange.

     Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive  dividends.  While the distribution of the Rights will not
be taxable to stockholders or to the Company,  stockholders may,  depending upon
the circumstances,  recognize taxable income in the event that the Rights become
exercisable  for Common  Stock (or other  consideration)  of the  Company or for
common stock of the acquiring company as set forth above.

     Other than an amendment to those  provisions  relating to certain  economic
terms of the  Rights,  any of the  provisions  of the  Rights  Agreement  may be
amended by the Board of Directors of the Company prior to the Distribution Date,
including,   without  limitation,  any  amendment  deemed  to  be  necessary  or
appropriate in light of any judicial or other legal developments, whether or not
binding  precedent in respect of the Rights  Agreement.  After the  Distribution
Date,  the  provisions  of the Rights  Agreement  may be amended by the Board in
order to cure any ambiguity,  to make changes which do not adversely  affect the
interest of holders of Rights (excluding the interests of any Acquiring Person),
or to shorten or lengthen any time period under the Rights Agreement;  provided,
however,  that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not  redeemable  and no amendment  may be
made after the Distribution Date which shortens the final expiration date of the
Rights Agreement.  Without limiting any of the foregoing, at any time prior to a
Person (other than certain  employee  benefit plans of the Company)  becoming an
Acquiring  Person,  the  Board  may  amend  the  Rights  Agreement  to lower the
threshold  for  exercisability  of the  Rights  (and  the  determination  of the
existence  of an  Acquiring  Person)  from  15%  (20% in the  case  of the  Bass
Investors)  to any  percentage  greater  than  the  greater  of (i) the  largest
percentage  of  outstanding  Common  Shares  then  known  to the  Company  to be
beneficially  owned by any Person or group of affiliated  or associated  persons
(subject to certain  exceptions as set forth in the Rights  Agreement)  and (ii)
10%.

                                      -4-
A copy of the  Rights  Agreement  is being  filed with the  Securities  and
Exchange  Commission as an Exhibit  hereto and is available  free of charge from
the  Company.  This  summary  description  of the Rights  does not purport to be
complete and is qualified in its entirety by reference to the Rights  Agreement,
as amended from time to time, which is hereby incorporated herein by reference.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

(a) and (b)   Financial Statements and Pro Forma Information.   None.

(c)  Exhibits.  The  following  exhibits  are filed  with this  report,  and the
foregoing description is modified by
reference to such exhibits:

               4.   Rights  Agreement  between the Company  and  American  Stock
                    Transfer & Trust Company,  as Rights Agent,  dated as of May
                    20,  1998  which  includes  as  Exhibit  A the Form of Right
                    Certificate.   Pursuant  to  the  Rights  Agreement,   Right
                    Certificates will not be mailed until as soon as practicable
                    after the  earlier of the tenth day  following  announcement
                    that a person or group has acquired beneficial  ownership of
                    15% (20% in the case of the Bass  Investors)  or more of the
                    Common  Shares  or the  tenth  business  day  after a person
                    commences  or announces  its  intention to commence an offer
                    the   consummation   of  which  would  result  in  a  person
                    beneficially  owning  15%  (20%  in the  case  of  the  Bass
                    Investors) or more of the Common Shares. 

                                      -5-
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.

                                         HUMAN GENOME SCIENCES, INC.

                                         By: /s/ Steven C. Mayer              
                                             ------------------------

Date:  May 28, 1998

                                      -6-
EXHIBIT INDEX

Exhibit              Description                                     Page No.
-------              -----------                                     --------

   4.      Rights Agreement between the Company and American Stock      9
           Transfer  & Trust  Company,  dated  as of May 20,  1998
           which   includes   as  Exhibit  A  the  Form  of  Right
           Certificate.  Pursuant to the Rights  Agreement,  Right
           Certificates  will  not be  mailed  until  as  soon  as
           practicable after the earlier of the tenth business day
           following  announcement  that a  person  or  group  has
           acquired  beneficial  ownership of 15% (20% in the case
           of the Bass  Investors) or more of the Common Shares or
           the  tenth  business  day after a person  commences  or
           announces  its  intention  to  commence  an  offer  the
           consummation   of  which  would   result  in  a  person
           beneficially  owning  15%  (20% in the case of the Bass
           Investors) or more of the Common Shares.

                                      -7-