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Prepared and filed by St Ives Financial
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<p align="center"><font size="2" face="serif"><b>UNITED STATES<br>
</b></font><font size="2" face="serif"><b>SECURITIES AND EXCHANGE COMMISSION<br>
</b></font><font size="2" face="serif"><b>Washington, D. C.  20549</b></font></p>
<p align="center"><font size="2" face="serif"><hr size="1" width=20% noshade></font><p></p>
<p align="center"><font size="2" face="serif"><b>FORM 8-K</b></font></p>
<p align="center"><font size="2" face="serif"><b>CURRENT REPORT</b></font></p>
<p align="center"><font size="2" face="serif"><b>Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</b></font></p>
<p align="center"><font size="2" face="serif"><b>October 20, 2005<br>
</b></font><font size="2" face="serif">Date of report (Date of earliest event reported)</font></p>
<p align="center"><b><font face="serif" size="3">APPLERA CORPORATION<br>
</font></b><font size="2" face="serif">(Exact name of registrant as specified in its charter)</font></p>
<table width="100%" cellspacing="0" cellpadding="0" border="0">
<tr valign="top">
<td><font size="2" face="serif">&nbsp;</font></td>
<td width="30%" align="center"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Delaware&nbsp;&nbsp;&nbsp;&nbsp;</b><br>&nbsp;

  (State or other jurisdiction<br>
of Incorporation)</font></td>
<td width="3%" align="center">&nbsp;</td>
<td width="30%" align="center"><font size="2" face="serif"><b>1-4389</b><br>&nbsp;
  (Commission<br>
  file
number)</font></td>
<td width="3%" align="center">&nbsp;</td>
<td width="30%" align="center"><font size="2" face="serif"><b>&nbsp;06-1534213</b><br>&nbsp;

  (IRS Employer<br>
&nbsp;Identification No.)</font></td>
<td align="left"><font size="2">&nbsp;</font></td>
</tr>
</table>
<p align="center"><font size="2" face="serif"><b>301 Merritt 7<br>
</b></font><font size="2" face="serif"><b>Norwalk, Connecticut  06851<br>
</b></font><font size="2" face="serif">(Address of Principal Executive Offices, Including Zip Code)</font></p>
<p align="center"><font size="2" face="serif"><b>(203) 840-2000<br>
</b></font><font size="2" face="serif">(Registrant&#8217;s
telephone number, including area code)</font></p>
<p align="center"><font size="2" face="serif"><b>N/A<br></b>(Former name or former address, if changed since last report)</font></p>
<p align="left"><font size="2" face="serif">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:</font></p>
<table width="100%" cellspacing="0" cellpadding="0" border="0">
<tr valign="top">
<td width="3%"><font size="2" face="serif">&nbsp;<img src="emptybox.gif"></font></td>
<td align="left"><font size="2" face="serif">Written communications pursuant
    to Rule 425 under the Securities Act (17 CFR 230.425)</font></td>
</tr>
</table>
<table width="100%" cellspacing="0" cellpadding="0" border="0">
<tr valign="top">
  <td>&nbsp;</td>
  <td align="left">&nbsp;</td>
</tr>
<tr valign="top">
<td width="3%"><font size="2" face="serif">&nbsp;<img src="emptybox.gif"></font></td>
<td align="left"><font size="2" face="serif">Soliciting material pursuant to
    Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</font></td>
</tr>
</table>
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<tr valign="top">
  <td>&nbsp;</td>
  <td align="left">&nbsp;</td>
</tr>
<tr valign="top">
<td width="3%"><font size="2" face="serif">&nbsp;<img src="emptybox.gif"></font></td>
<td align="left"><font size="2" face="serif">Pre-commencement communications
    pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</font></td>
</tr>
</table>
<table width="100%" cellspacing="0" cellpadding="0" border="0">
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  <td>&nbsp;</td>
  <td align="left">&nbsp;</td>
</tr>
<tr valign="top">
<td width="3%"><font size="2" face="serif">&nbsp;<img src="emptybox.gif"></font></td>
<td align="left"><font size="2" face="serif">Pre-commencement communications
    pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</font></td>
</tr>
</table>
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  <td width="8%"><font size="2" face="serif"><b>Item 1.01.</b>&nbsp;</font></td>
<td align="left"><font size="2" face="serif"><b>Entry into a Material Definitive
    Agreement.</b></font></td>
</tr>
</table>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)  (1)&nbsp;<i><u>Director Stock Awards</u></i>.</font><font size="2" face="serif"> Our
    directors were reelected to the Applera Corporation (the &#8220;Company&#8221;)
    Board of Directors (the &#8220;Board&#8221;) at our 2005 Annual Meeting of
    Stockholders, which was held on October 20, 2005 (the &#8220;2005 Annual
    Meeting&#8221;). In connection
    with their reelection, on October 20, 2005, the Management Resources Committee
    of our
    Board of Directors (the &#8220;MRC&#8221;) authorized for each director an
    award of 2,600 shares of Applera Corporation &#150; Applied Biosystems Group
    Common Stock (&#8220;Applera-Applied Biosystems stock&#8221;) pursuant to
    the Applera Corporation/Applied Biosystems Group Amended and Restated
    1999 Stock Incentive Plan (the &#8220;Applera-Applied Biosystems
Plan&#8221;) and 1,000 shares of Applera Corporation &#150; Celera Genomics Group
Common Stock (&#8220;Applera-Celera Genomics stock&#8221;) pursuant to the Applera
Corporation/Celera Genomics Group Amended and Restated 1999 Stock Incentive Plan
(the &#8220;Applera-Celera
Genomics Plan&#8221;).  Each of these awards will vest on the date immediately
preceding the Applera 2006 Annual Meeting of Stockholders and will be forfeited
by a director, subject to certain exceptions, if the director ceases to serve
as a member of the Board prior to that date. Prior to vesting, a director has
the right to receive cash dividends and to vote but may not transfer or otherwise
dispose of the shares.</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;<i><u>Director Stock Options</u></i><u>.</u></font><font size="2" face="serif"> In
    connection with the reelection of our directors at the 2005 Annual Meeting,
    on October 20, 2005, the MRC authorized for each director a grant of stock
    options for 9,000 shares of Applera-Applied Biosystems stock pursuant to
    the Applera-Applied Biosystems Plan and 3,600 shares of Applera-Celera Genomics
    stock pursuant to the Applera-Celera Genomics Plan. The options become exercisable
    in four equal annual installments commencing on October 20, 2006, the first
    anniversary of the grant, and have a term of ten years. The exercise price
    for the Applera-Applied
    Biosystems stock options is $23.25 per share, which was the fair market value
    of a share of Applera-Applied Biosystems stock on October 20, 2005, as determined
    in accordance with the Applera-Applied Biosystems Plan. The exercise price
    for the Applera-Celera Genomics stock options is $11.775 per share, which
    was the fair market value of a share of Applera-Celera Genomics stock on
    October 20, 2005,
    as determined in accordance with the Applera-Celera Genomics Plan.</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;<i><u>Incentive
        Compensation Program</u></i>.  Most employees of the Company not
        compensated on a commission basis, including the executive officers,
        participate in the Company&#8217;s Incentive Compensation Program.
        Award amounts vary for each executive officer based on: a competitive
        market target bonus level; overall business performance; and individual
        performance.</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
    MRC uses specific performance objectives for each business of the Company
    as a basis on which to measure business performance under this program. For
    the
    Company&#8217;s
    Applied Biosystems Group, the MRC uses EBIT (earnings before interest and
    taxes), revenue, cash flow, EPS (earnings per share), and the achievement
    of specific business goals. For the Company&#8217;s Celera Genomics Group,
    the MRC uses EBIT, cash flow, and the achievement of specific business goals.
    For Celera Diagnostics, a joint venture between the Applied Biosystems Group
    and the Celera Genomics Group, the MRC uses EBIT, revenue, cash flow, operating
    expenses, and the achievement of specific business goals. For corporate employees
    (including Tony White,
the Company&#8217;s Chief Executive Officer, and certain other executive officers),
the MRC uses a combination of the performance results for the Applied Biosystems
Group and the Celera Genomics Group.  </font></p>
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<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The MRC uses survey information from comparable companies in reviewing and approving annual incentive plan participation and bonus targets, which are measured as a percentage of base salary for each executive officer according to officer grade level.  Additionally, Mr. White, based on his review of the performance of each executive officer (other than himself) over the course of the year, may propose modifications to reflect each officer&#8217;s personal performance.  These modifications may result in an incentive compensation recommendation between 0 and 150% of target for a particular executive officer.  The MRC is responsible for final approval of all incentive compensation awards for executive
officers.</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At a meeting of the MRC held on October 20, 2005, the MRC approved the specific Celera Genomics Group and Celera Diagnostics business performance objectives applicable to the 2006 fiscal year Incentive Compensation Program.  The specific Applied Biosystems Group business performance objectives applicable to the 2006 fiscal year Incentive Compensation Program had been approved by the MRC at a prior meeting.  Payments under the Incentive Compensation Program for the Company&#8217;s 2006 fiscal year will be determined after the conclusion of the fiscal year.</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;<i><u>Agreement
        with Executive Officer</u>.</i>  On October 25, 2005, the Company&#8217;s
        Celera Genomics Group entered into an agreement with Robert F.G. Booth,
        Vice President of the Company and Chief Scientific Officer of the Celera
        Genomics Group, in connection with its efforts to seek partners to maximize
        the value of its small molecule activities in South San Francisco, California
        (the &#8220;Small Molecule Therapeutic Portfolio&#8221;).  This agreement,
        which is intended to ensure Dr. Booth&#8217;s continued attention and
        dedication to his duties, provides for specified payments to be made
        to Dr. Booth in the event that the Company&#8217;s efforts result in
        a sale or other transfer of all or substantially all of the assets of
        the Small Molecule Therapeutic Portfolio (a &#8220;Sale&#8221;) and other
        specified conditions are satisfied. These payments consist of a bonus
        of up to 20% of Dr. Booth&#8217;s salary upon the closing of a Sale of
        the Small Molecule Therapeutic Portfolio and an additional bonus of up
        to 200% of his salary following completion of a Sale.   </font></p>
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<p align="center"><font size="2" face="serif"><b>SIGNATURES</b></font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</font></p>  <table width="100%" cellspacing="0" cellpadding="0" border="0">
<tr valign="top">
<td width="48%" align="left"><font size="2" face="serif">&nbsp;</font></td>
<td colspan="2" align="left"><font size="2" face="serif"><b>APPLERA CORPORATION</b></font></td>
</tr>
<tr valign="top">
  <td width="48%">&nbsp;</td>
<td width="3%">&nbsp;</td>
<td width="49%">&nbsp;</td> </tr>
<tr valign="top">
  <td width="48%">&nbsp;</td>
<td>&nbsp;</td>
<td>&nbsp;</td> </tr>
<tr valign="top">
  <td width="48%" align="left">&nbsp;</td>
<td align="left"><font size="2" face="serif">By:</font></td>
<td align="left"><font size="2" face="serif">/s/ Dennis L. Winger</font></td>
</tr>
<tr valign="top">
  <td width="48%"></td>
<td></td>
<td><hr align="left" width="30%" size="1" noshade></td>
</tr>
<tr valign="top">
  <td width="48%" align="left">&nbsp;</td>
<td align="left"><font size="2" face="serif">&nbsp;</font></td>
<td align="left"><font size="2" face="serif">Dennis L. Winger</font></td>
</tr>
<tr valign="top">
  <td width="48%" align="left">&nbsp;</td>
<td align="left"><font size="2" face="serif">&nbsp;</font></td>
<td align="left"><font size="2" face="serif">Senior Vice President and</font></td>
</tr>
<tr valign="top">
  <td width="48%" align="left">&nbsp;</td>
<td align="left"><font size="2" face="serif">&nbsp;</font></td>
<td align="left"><font size="2" face="serif">Chief Financial Officer</font></td>
</tr>
<tr valign="top">
  <td width="48%">&nbsp;</td>
<td>&nbsp;</td>
<td>&nbsp;</td> </tr>
</table>
<p align="left"><font size="2" face="serif">Dated: October 26, 2005</font></p>
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Prepared and filed by St Ives Financial
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
October 20, 2005
Date of report (Date of earliest event reported)
APPLERA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of Incorporation)
1-4389
(Commission
file
number)
06-1534213
(IRS Employer
Identification No.)
301 Merritt 7
Norwalk, Connecticut  06851
(Address of Principal Executive Offices, Including Zip Code)
(203) 840-2000
(Registrant's
telephone number, including area code)
N/A
(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:
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 1.01.
Entry into a Material Definitive
    Agreement.
(a)  (1)
Director Stock Awards
.
Our
    directors were reelected to the Applera Corporation (the "Company")
    Board of Directors (the "Board") at our 2005 Annual Meeting of
    Stockholders, which was held on October 20, 2005 (the "2005 Annual
    Meeting"). In connection
    with their reelection, on October 20, 2005, the Management Resources Committee
    of our
    Board of Directors (the "MRC") authorized for each director an
    award of 2,600 shares of Applera Corporation – Applied Biosystems Group
    Common Stock ("Applera-Applied Biosystems stock") pursuant to
    the Applera Corporation/Applied Biosystems Group Amended and Restated
    1999 Stock Incentive Plan (the "Applera-Applied Biosystems
Plan") and 1,000 shares of Applera Corporation – Celera Genomics Group
Common Stock ("Applera-Celera Genomics stock") pursuant to the Applera
Corporation/Celera Genomics Group Amended and Restated 1999 Stock Incentive Plan
(the "Applera-Celera
Genomics Plan").  Each of these awards will vest on the date immediately
preceding the Applera 2006 Annual Meeting of Stockholders and will be forfeited
by a director, subject to certain exceptions, if the director ceases to serve
as a member of the Board prior to that date. Prior to vesting, a director has
the right to receive cash dividends and to vote but may not transfer or otherwise
dispose of the shares.
(2)
Director Stock Options
.
In
    connection with the reelection of our directors at the 2005 Annual Meeting,
    on October 20, 2005, the MRC authorized for each director a grant of stock
    options for 9,000 shares of Applera-Applied Biosystems stock pursuant to
    the Applera-Applied Biosystems Plan and 3,600 shares of Applera-Celera Genomics
    stock pursuant to the Applera-Celera Genomics Plan. The options become exercisable
    in four equal annual installments commencing on October 20, 2006, the first
    anniversary of the grant, and have a term of ten years. The exercise price
    for the Applera-Applied
    Biosystems stock options is $23.25 per share, which was the fair market value
    of a share of Applera-Applied Biosystems stock on October 20, 2005, as determined
    in accordance with the Applera-Applied Biosystems Plan. The exercise price
    for the Applera-Celera Genomics stock options is $11.775 per share, which
    was the fair market value of a share of Applera-Celera Genomics stock on
    October 20, 2005,
    as determined in accordance with the Applera-Celera Genomics Plan.
(3)
Incentive
        Compensation Program
.  Most employees of the Company not
        compensated on a commission basis, including the executive officers,
        participate in the Company's Incentive Compensation Program.
        Award amounts vary for each executive officer based on: a competitive
        market target bonus level; overall business performance; and individual
        performance.
The
    MRC uses specific performance objectives for each business of the Company
    as a basis on which to measure business performance under this program. For
    the
    Company's
    Applied Biosystems Group, the MRC uses EBIT (earnings before interest and
    taxes), revenue, cash flow, EPS (earnings per share), and the achievement
    of specific business goals. For the Company's Celera Genomics Group,
    the MRC uses EBIT, cash flow, and the achievement of specific business goals.
    For Celera Diagnostics, a joint venture between the Applied Biosystems Group
    and the Celera Genomics Group, the MRC uses EBIT, revenue, cash flow, operating
    expenses, and the achievement of specific business goals. For corporate employees
    (including Tony White,
the Company's Chief Executive Officer, and certain other executive officers),
the MRC uses a combination of the performance results for the Applied Biosystems
Group and the Celera Genomics Group.
The MRC uses survey information from comparable companies in reviewing and approving annual incentive plan participation and bonus targets, which are measured as a percentage of base salary for each executive officer according to officer grade level.  Additionally, Mr. White, based on his review of the performance of each executive officer (other than himself) over the course of the year, may propose modifications to reflect each officer's personal performance.  These modifications may result in an incentive compensation recommendation between 0 and 150% of target for a particular executive officer.  The MRC is responsible for final approval of all incentive compensation awards for executive
officers.
At a meeting of the MRC held on October 20, 2005, the MRC approved the specific Celera Genomics Group and Celera Diagnostics business performance objectives applicable to the 2006 fiscal year Incentive Compensation Program.  The specific Applied Biosystems Group business performance objectives applicable to the 2006 fiscal year Incentive Compensation Program had been approved by the MRC at a prior meeting.  Payments under the Incentive Compensation Program for the Company's 2006 fiscal year will be determined after the conclusion of the fiscal year.
(4)
Agreement
        with Executive Officer
.
On October 25, 2005, the Company's
        Celera Genomics Group entered into an agreement with Robert F.G. Booth,
        Vice President of the Company and Chief Scientific Officer of the Celera
        Genomics Group, in connection with its efforts to seek partners to maximize
        the value of its small molecule activities in South San Francisco, California
        (the "Small Molecule Therapeutic Portfolio").  This agreement,
        which is intended to ensure Dr. Booth's continued attention and
        dedication to his duties, provides for specified payments to be made
        to Dr. Booth in the event that the Company's efforts result in
        a sale or other transfer of all or substantially all of the assets of
        the Small Molecule Therapeutic Portfolio (a "Sale") and other
        specified conditions are satisfied. These payments consist of a bonus
        of up to 20% of Dr. Booth's salary upon the closing of a Sale of
        the Small Molecule Therapeutic Portfolio and an additional bonus of up
        to 200% of his salary following completion of a Sale.
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.
APPLERA CORPORATION
By:
/s/ Dennis L. Winger
Dennis L. Winger
Senior Vice President and
Chief Financial Officer
Dated: October 26, 2005