8-K

                                  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

                Date of Report (Date of earliest event reported):
                       January 6, 2005 (January 5, 2005)


                          ENCYSIVE PHARMACEUTICALS INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         DELAWARE                       0-20117                   13-3532643
- --------------------------------------------------------------------------------
(State or other jurisdiction          (Commission               (IRS Employer
       of incorporation)              File Number)           Identification No.)


6700 WEST LOOP, 4TH FLOOR, BELLAIRE, TEXAS                          77401
 (Address of principal executive offices)                         (Zip Code)


        Registrant's telephone number, including area code: 713-796-8822


                                 Not Applicable
- --------------------------------------------------------------------------------
         (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 (see General Instruction A.2. below):

[ ] 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.

         On January 5, 2005, Encysive Pharmaceuticals Inc. (Nasdaq: ENCY) and
John M. Pietruski, Chairman of the Board, entered into the Seventh Amendment of
Consulting Agreement. The Seventh Amendment of Consulting Agreement extended for
another two years the original consulting agreement dated January 1, 1992, and
also reduced the fee payable thereunder from $60,000 per annum to $40,000 per
annum.

         The full text of the Seventh Amendment of Consulting Agreement is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits.

              99.1    Seventh Amendment of Consulting Agreement dated January 5,
                      2005, between Encysive Pharmaceuticals Inc. and John M.
                      Pietruski.


                            [SIGNATURE PAGE FOLLOWS]







                                   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.


                                            ENCYSIVE PHARMACEUTICALS INC.
                                                   (Registrant)

Date: January 6, 2005
                                              /s/ Stephen L. Mueller
                                      ------------------------------------------
                                                  Stephen L. Mueller
                                      Vice President, Finance and Administration
                                               Secretary and Treasurer

EX-99.1

                                                                       Exh. 99.1


                    SEVENTH AMENDMENT TO CONSULTING AGREEMENT


         This SEVENTH AMENDMENT TO CONSULTING AGREEMENT (the "Amendment") is
effective as of the 1st day of January 2005 (the "Effective Date"), by and
between JOHN M. PIETRUSKI, an individual residing at 27 Paddock Lane, Colts
Neck, New Jersey 07722 ("Consultant"), and ENCYSIVE PHARMACEUTICALS INC., a
Delaware corporation located at 6700 West Loop South, Suite 400, Bellaire, Texas
77401 (the "Corporation").

         WHEREAS, the Corporation and Consultant have entered into that certain
Consulting Agreement, dated January 1, 1992 (the "Agreement"), as set forth in
Exhibit "A" attached hereto and incorporated herein by reference; and

         WHEREAS, pursuant to the Agreement, the Corporation has retained
Consultant to provide consulting services to the Corporation with respect to
corporate governance, business development and other such matters; and

         WHEREAS, the Corporation and Consultant desire to amend the Agreement
as herein set forth.

         NOW, THEREFORE, for and in consideration of the foregoing and of the
mutual covenants contained herein, the parties hereto agree as follows:

         1. Definitions. If not otherwise defined herein, all capitalized terms
used herein shall have their respective meaning assigned to them in the
Agreement.

         2. Amendment to Section 2. Effective as of the date hereof, Section 2
of the Agreement is hereby amended by deleting paragraph (a) in its entirety and
substituting the following in lieu thereof:

                  "(a) Consultant's retention under this agreement shall
         commence on the date hereof (the "Commencement Date") and shall end on
         the earliest of: (i) the death or disability (as defined herein) of
         Consultant; (ii) the termination of Consultant's retention by the
         Corporation for cause (as defined herein); or (iii) two years after the
         Effective Date. After the expiration of such two-year period, this
         Agreement may be renewed for additional periods on all the remaining
         terms and conditions set forth herein upon mutual agreement of
         Consultant and the Corporation."

         3. Amendment to Section 3. Effective as of January 1, 2005, Section 3
of this Agreement is hereby amended by amending the fee rate to be $40,000 per
annum.

         4. The terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in the Agreement
and except as expressly modified and superseded by this Amendment, the terms and
provisions of the Agreement are ratified and confirmed and shall continue in
full force and effect. Corporation and Consultant agree that the Agreement as
amended shall continue to be legal, valid, binding and enforceable in accordance
with its terms.





         5. Except as expressly modified or amended hereby, the terms and
provisions of the Agreement shall remain in force and effect in accordance with
the terms hereof; provided, however, that from and after the date hereof any
reference to the Agreement shall be deemed and construed as meaning the
Agreement as amended and modified hereby.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first written above.


                          CONSULTANT:

                          /s/ John M. Pietruski                  January 5, 2005
                          ------------------------------------------------------
                          John M. Pietruski                        Date



                          CORPORATION:

                          ENCYSIVE PHARMACEUTICALS INC.

                          /s/ Bruce D. Given, M.D.               January 4, 2005
                          ------------------------------------------------------
                          Bruce D. Given, M.D.                     Date
                          President and Chief Executive Officer