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): April 27, 2007

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.)
4848 Loop Central Drive, Suite 700, Houston, Texas		77081
(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Letter to Stockholders

Item 8.01 Other Events.

     Subsequent to the distribution by Encysive Pharmaceuticals Inc. (the “Company”) of its proxy statement for its 2007 Annual Meeting of Stockholders to be held on May 9, 2007, the Company became aware that there might be a misinterpretation of one provision of the Encysive Pharmaceuticals Inc. 2007 Incentive Plan (the “Plan”). As a result, effective April 27, 2007, the Company’s Board of Directors approved an amendment to the Plan deleting Section 5.8 thereof (the “Amendment”). Prior to its deletion, Section 5.8 of the Plan provided as follows:

     The Committee may, in its discretion, permit any Grantee to surrender outstanding Incentive Awards in order to exercise or realize his rights under other Incentive Awards or in exchange for the grant of new Incentive Awards, or require holders of Incentive Awards to surrender outstanding Incentive Awards (or comparable rights under other plans or arrangements) as a condition precedent to the grant of new Incentive Awards.

     On or about April 30, 2007, the Company expects to commence mailing a letter to its stockholders of record at the close of business on March 23, 2007, informing them of the Amendment. A copy of the letter is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Letter to stockholders dated April 27, 2007.

[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: April 27, 2007	/s/ Paul S. Manierre
	Paul S. Manierre
	Vice President and General Counsel

EXHIBIT INDEX

99.1 Letter to stockholders dated April 27, 2007.

EX-99.1

ENCYSIVE PHARMACEUTICALS INC.

FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 2007

Dear Stockholder:

     You should have recently received our proxy statement for our 2007 Annual Meeting of Stockholders to be held on May 9, 2007. Subsequent to the distribution of our proxy statement, we became aware that there might be a misinterpretation of one provision of the Encysive Pharmaceuticals Inc. 2007 Incentive Plan (the “Plan”). As a result, effective April 27, 2007, our Board of Directors approved an amendment to the Plan deleting Section 5.8 thereof, which potentially could have been used to reprice Incentive Awards (as defined in the Plan) under the Plan. We did not intend that Section 5.8 of the Plan be used to reprice Incentive Awards granted under the Plan, and we desired to eliminate any concern that we may reprice Incentive Awards granted under the Plan by deleting Section 5.8 thereof.

     Prior to deletion, Section 5.8 of the Plan provided that: “[t]he Committee may, in its discretion, permit any Grantee to surrender outstanding Incentive Awards in order to exercise or realize his rights under other Incentive Awards or in exchange for the grant of new Incentive Awards, or require holders of Incentive Awards to surrender outstanding Incentive Awards (or comparable rights under other plans or arrangements) as a condition precedent to the grant of new Incentive Awards.”

     The Plan is attached as Appendix A to our proxy statement on Schedule 14A filed by us on March 27, 2007 with the U.S. Securities and Exchange Commission (the “SEC”). Stockholders may obtain, free of charge, a copy of such proxy statement at the SEC’s website, www.sec.gov or at our website at www.encysive.com. Any stockholder may also request copies of any of our filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) by writing or telephoning us at our principal executive office: Ann Tanabe, Vice-President, Corporate Communications and Investor Relations, 4848 Loop Central Dr., Suite 700, Houston, Texas 77081, telephone (713) 796-8822.

     If any stockholder has already returned his or her properly executed proxy card for our 2007 Annual Meeting of Stockholders and does not want to change his or her vote, no additional action is required. However, if a stockholder would like to revoke or change his or her vote, such stockholder, if a registered stockholder, can revoke his or her proxy at any time before it is exercised by: (i) submitting a properly signed proxy card with a more recent date; (ii) giving written notice of his or her revocation before the meeting to our Secretary, Paul S. Manierre, at our offices, 4848 Loop Central Drive, Suite 700, Houston, Texas 77081; or (iii) attending the meeting and voting his or her shares in person. If the stockholder is a beneficial owner, such stockholder should refer to the voting instructions provided by his or her individual broker, bank, trustee or other nominee for their procedures for revoking or changing his or her vote.

     Please remember that your vote is very important. As such, please review the proxy statement already provided to you and return your proxy card to ensure that your shares are represented at our 2007 Annual Meeting of Stockholders.

Sincerely,

/s/ Paul S. Manierre

Paul S. Manierre
Vice President, General Counsel and Secretary

Houston, Texas
April 27, 2007