As filed with the Securities and Exchange Commission on March 19, 2010

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

TRUBION PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	52-2385898
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

2401 4^th Avenue, Suite 1050
Seattle, Washington 98121
(206) 838-0500
(Address including zip code, and telephone number, including area code, of principal executive
offices)

TRUBION PHARMACEUTICALS, INC. 2006 EQUITY INCENTIVE PLAN
(Full title of the plan)

Steven Gillis, Ph.D
Executive Chairman & Acting President
Trubion Pharmaceuticals, Inc.
2401 4^th Avenue, Suite 1050
Seattle, Washington 98121
(206) 838-0500

(Name, address, and telephone number, including area code, of agent for service)

Copy to:
Alan C. Smith, Esq.
Fenwick & West LLP
1191 Second Avenue, 10^th Floor
Seattle, Washington 98101
(206) 389-4510

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

	Amount	Proposed		Proposed
	to be	maximum		maximum
Title of securities to be	registered	offering		aggregate		Amount of
registered	(1)	price per share (3)		offering price		registration fee
Common Stock, $0.001 par value, available for issuance under the Registrant’s 2006 Equity Incentive Plan	1,019,078 shares (2)	$	3.58	$	3,648,299	$	260.12
Total	1,019,078 shares			$	3,648,299	$	260.12

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s 2006 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2)	Represents shares of Common Stock automatically reserved in January 2010 for options that may be granted under the Registrant’s 2006 Equity Incentive Plan.
(3)	Offering prices of awards that have not yet been granted as of the date of this Registration Statement are computed in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based upon the price of $3.58 per share, the average of the high and low prices of the Registrant’s common stock on March 17, 2010, as reported on the Nasdaq Global Market.

TABLE OF CONTENTS

 EX-5.1

 EX-23.2

INTRODUCTION

REGISTRATION OF ADDITIONAL SECURITIES

     This Registration Statement on Form S-8 registers an additional 1,019,078 shares of the Registrant’s common stock, par value $0.001 per share, that may be issued pursuant to the Registrant’s 2006 Equity Incentive Plan.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
REGISTRATION OF ADDITIONAL SHARES

     This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on December 15, 2006 (File No. 333-139381), May 17, 2007 (File No. 333-143056), June 5, 2008 (File No. 333-151439) and March 20, 2009 (File No. 333-158134).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Trubion Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, 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 Seattle, State of Washington, on this 19th day of March 2010.

TRUBION PHARMACEUTICALS, INC.
By:	/s/ Steven Gillis
	Steven Gillis, Ph.D.
	Executive Chairman and Acting President

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michelle G. Burris and Kathleen Deeley, and each of them, as his or her attorneys-in-fact, with full power of substitution in each, for him or her in any and all capacities to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ STEVEN GILLIS Steven Gillis, Ph.D.	Executive Chairman and Acting President, Chairman of the Board, and Director (Principal Executive Officer)	March 19, 2010
/s/ JOHN A. BENCICH John A. Bencich	Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)	March 19, 2010
/s/ LEE R. BRETTMAN	Director	March 19, 2010
Lee R. Brettman, M.D., FACP
/s/ PATRICK HERON	Director	March 19, 2010
Patrick Heron
/s/ ANDERS D. HOVE	Director	March 19, 2010
Anders D. Hove, M.D.
/s/ DAVID A. MANN	Director	March 19, 2010
David A. Mann
/s/ SAMUEL R. SAKS	Director	March 19, 2010
Samuel R. Saks, M.D.
/s/ DAVID SCHNELL	Director	March 19, 2010
David Schnell, M.D.

INDEX TO EXHIBITS

Exhibit
Number	Description
5.1	Opinion of Fenwick & West LLP
23.1	Consent of Fenwick & West LLP (see Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney (included as part of the signature page to this Registration Statement)