Invitrogen Corporation

This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.



			Proposed			Proposed
Title of			maximum			maximum
Securities to be	Amount to be		offering price			aggregate		Amount of
registered¹	registered²		per share			offering price		registration fee


Invitrogen Corporation
1998 Employee Stock Purchase Plan
Common Stock Par Value $.01		300,000	$	66.38	³	$	19,914,000.00	$	2,523.11

Invitrogen Corporation
1997 Stock Option Plan
Common Stock Par Value $.01		5,000,000	$	78.09	³	$	390,450,000.00	$	49,470.02

TOTALS		5,300,000				$	410,364,000.00	$	51,993.13

¹ The securities to be registered include options and rights to acquire Common Stock.

² Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

³ Estimated pursuant to Rule 457 solely for purposes of calculating the registration fee. As to the share reserve increase under the 1997 Stock Option Plan, the price is based upon the average of the high and low prices of the Common Stock on February 3, 2004, as reported on the NASDAQ National Market. The 1998 Employee Stock Purchase Plan establishes a purchase price equal to 85% of the fair market value of the Company’s Common Stock, and, therefore, the price for the share reserve increase under this plan is based upon 85% of the average of the high and low prices of the Common Stock on February 3, 2004, as reported on the NASDAQ National Market.

Invitrogen Corporation (the “Company”) hereby incorporates by reference in this registration statement the following documents:

(a) The Company’s latest annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), containing audited financial statements for the Company’s latest fiscal year ended December 31, 2002 as filed with the Securities and Exchange Commission on March 7, 2003.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above.

(c) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

The class of securities to be offered is registered under Section 12 of the Exchange Act.

Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its Certificate of Incorporation that a director of the corporation shall not be personally liable to corporation or its stockholders for monetary damages for breach or alleged breach of the director’s “duty of care.” While this statute does not change directors’ duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on a director’s duty of loyalty or liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of dividends or stock redemptions or repurchases, or for any transaction from which the director derives an improper personal benefit.

As permitted by the statute, the Company has adopted provisions in its Certificate of Incorporation which eliminate to the fullest extent permissible under Delaware law the personal liability of its directors to the Company and its stockholders for monetary damages for breach or alleged breach of their duty of care.

Section 145 of the Delaware General Corporate Law provides generally that a corporation shall have the power, and in some cases is required, to indemnify an agent, including an officer or director, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, against certain expenses, judgments, fines, settlements, and other amounts under certain circumstances.

The Company’s Bylaws provide for indemnification (to the full extent permitted by the Delaware General Corporation Law) of directors, officers, employees and other agents of the Company against all expenses, liability and loss (including attorney’s fees, judgment, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this Bylaw or any agreement with the Company) reasonably incurred or suffered by such person in connection therewith, subject to certain provisions. The Company’s Bylaws also empower it to maintain directors and officers liability insurance coverage and to enter into indemnification agreements with its directors, officers, employees or agents.

These indemnification provisions may be sufficiently broad to permit indemnification of the Company’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Under the form of Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement of Form S-1 (No. 333-68665), initially filed on December 10, 1998, and as amended through the date hereof, the Underwriters are obligated under certain circumstances, to indemnify directors and officers of the Company against certain liabilities, including liabilities under the Securities Act.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the

question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on February 3, 2004.

The officers and directors of Invitrogen Corporation whose signatures appear below, hereby constitute and appoint GREGORY T. LUCIER and C. ERIC WINZER, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date



/s/ Gregory T. Lucier Gregory T. Lucier	President, Chief Executive Officer and Director (Principal Executive Officer)	February 3, 2004


/s/ C. Eric Winzer C. Eric Winzer	Chief Financial Officer (Principal Financial Officer)	February 3, 2004


/s/ John M. Radak John M. Radak	Vice President, Finance (Principal Accounting Officer)	February 3, 2004


/s/ Bradley G. Lorimier Bradley G. Lorimier	Chairman of the Board	February 4, 2004


Raymond V. Dittamore	Director


/s/ James R. Glynn James R. Glynn	Director	February 4, 2004


/s/ Donald W. Grimm Donald W. Grimm	Director	February 4, 2004


4.1		Restated Certificate of Incorporation of the Company, as amended, is incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (No. 000-25317)

4.2		Amended and Restated Bylaws of the Company are incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-68665). A further amendment to the Bylaws adopted by a Resolution of the Board of Directors dated July 19, 2001 is incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (No. 000-25317)

5		Opinion re legality

23.1		Consent of Counsel (included in Exhibit 5)

23.2		Consent of Ernst & Young LLP

24		Power of Attorney (included in signature pages to this registration statement)

99.1		Invitrogen Corporation 1999 Stock Option Plan, as amended, is incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 000-25317)

99.2		Invitrogen Corporation 1998 Employee Stock Purchase Plan, as amended, is incorporated by reference to Company’s Registration Statement on Form S-4 (File No. 333-43674) and the original 1998 Invitrogen Employee Stock Purchase Plan and form of subscription agreement thereunder are incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-68665)

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

As legal counsel for Invitrogen Corporation, a Delaware corporation (the “Company”), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended, of up to 5,300,000 shares of the Common Stock, $0.01 par value, of the Company which may be issued pursuant to the exercise of options and purchase rights granted under the Invitrogen Corporation 1997 Stock Option Plan and 1998 Employee Stock Purchase Plan (collectively the “Plans”).

We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We are admitted to practice only in the State of California and we express no opinion concerning any law other than the law of the State of California, the corporation laws of the State of Delaware and the federal law of the United States. As to matters of Delaware corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of California.

Based on such examination, we are of the opinion that the 5,300,000 shares of Common Stock which may be issued upon exercise of options and purchase rights granted under the Plans are duly authorized shares of the Company’s Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the Plans, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in said Registration Statement.

We consent to the incorporation by reference in the Registration Statement (Form S-8), pertaining to the Invitrogen Corporation 1998 Employee Stock Purchase Plan and 1997 Stock Option Plan, to be filed on or about February 5, 2004, of our report dated February 7, 2003, with respect to the consolidated financial statements and schedule of Invitrogen Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

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DELAWARE		33-0373077

(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)


1600 FARADAY AVENUE
CARLSBAD, CALIFORNIA 92008
760-603-7200

(Address of principal executive offices)


INVITROGEN CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
1997 STOCK OPTION PLAN

(Full title of the plan)


C. ERIC WINZER
CHIEF FINANCIAL OFFICER
INVITROGEN CORPORATION
1600 FARADAY AVENUE
CARLSBAD, CALIFORNIA 92008
760-603-7200

(Name and address of agent for service)


PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURE
EXHIBIT INDEX
EXHIBIT 5
EXHIBIT 23.2

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INVITROGEN CORPORATION

(Exact name of registrant as specified in its charter)



		Invitrogen Corporation



		By:		/s/ C. Eric Winzer

				C. Eric Winzer, Chief Financial Officer



/s/ Balakrishnan S. Iyer; Balakrishnan S. Iyer	Director	February 4, 2004


/s/ David E. McCarty David E. McCarty	Director	February 4, 2004


/s/ William J. Mercer William J. Mercer	Director	February 4, 2004


Jay M. Short, Ph. D	Director