Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Friedman Steven M.
 2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2009		 3. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [INCY]
(Last)
(First)
(Middle)
EXPERIMENTAL STATION, ROUTE 141 AND HENRY CLAY RD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Biology & Preclinical Dev
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WILMINGTON, DE 19880		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 54,389
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option   (1) 02/26/2012 Common Stock 100,168 $ 11.06 D  
Incentive Stock Option   (1) 02/26/2012 Common Stock 29,832 $ 11.06 D  
Non-Qualified Stock Option   (2) 11/06/2012 Common Stock 53,473 $ 5.97 D  
Incentive Stock Option   (2) 11/06/2012 Common Stock 1,527 $ 5.97 D  
Non-Qualified Stock Option   (3) 02/12/2014 Common Stock 23,324 $ 8.19 D  
Incentive Stock Option   (3) 02/12/2014 Common Stock 21,676 $ 8.19 D  
Non-Qualified Stock Option   (4) 01/17/2015 Common Stock 60,000 $ 8.99 D  
Non-Qualified Stock Option   (5) 01/12/2016 Common Stock 27,310 $ 5.46 D  
Incentive Stock Option   (5) 01/12/2016 Common Stock 32,690 $ 5.46 D  
Non-Qualified Stock Option   (6) 02/11/2014 Common Stock 53,728 $ 7.09 D  
Incentive Stock Option   (6) 02/11/2014 Common Stock 6,272 $ 7.09 D  
Non-Qualified Stock Option   (7) 02/07/2015 Common Stock 83,917 $ 11.98 D  
Incentive Stock Option   (7) 02/07/2015 Common Stock 11,083 $ 11.98 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Friedman Steven M.
EXPERIMENTAL STATION
ROUTE 141 AND HENRY CLAY RD
WILMINGTON, DE 19880		       EVP, Biology & Preclinical Dev  

Signatures

/s/ Steven M. Friedman 01/29/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Beginning February 27, 2002, options become exercisable in 37 installments, with the first installment of 25% vesting after one year and the remainder vesting monthly over three years.
(2) Beginning November 7, 2002, options become exercisable in 37 installments, with the first installment of 25% vesting after one year and the remainder vesting monthly over three years.
(3) Beginning February 13, 2004, options become exercisable in 37 installments, with the first installment of 25% vesting after one year and the remainder vesting monthly over three years.
(4) Beginning January 18, 2005, options become exercisable in 37 installments, with the first installment of 25% vesting after one year and the remainder vesting monthly over three years.
(5) Beginning January 13, 2006, options become exercisable in 37 installments, with the first installment of 25% vesting after one year and the remainder vesting monthly over three years.
(6) Beginning February 12, 2007, options become exercisable in 25 installments, with the first installment of 33.33% vesting after one year and the remainder vesting monthly over two years.
(7) Beginning February 8, 2008, options become exercisable in 25 installments, with the first installment of 33.33% vesting after one year and the remainder vesting monthly over two years.

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