FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LEFF JONATHAN S 		2. Issuer Name and Ticker or Trading Symbol

ZYMOGENETICS INC [ ZGEN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1201 EASTLAKE AVENUE EAST 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/7/2010
(Street)

SEATTLE, WA 98102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, no par value per share   10/7/2010     U    9387559   D $9.75   0   I   See footnotes   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy)   $4.6   10/12/2010     D         12000    6/17/2011   (3) 6/17/2020   Common Stock   12000   $5.15   (5) 0   D    
Stock Option (Right to buy)   $4.61   10/12/2010     D         12000      (4) 6/10/2019   Common Stock   12000   $5.14   (5) 0   D    
Stock Option (Right to buy)   $7.9   10/12/2010     D         12000      (4) 6/18/2018   Common Stock   12000   $1.85   (5) 0   D    
Stock Option (Right to buy)   $15.11   10/12/2010     D         12000      (4) 6/21/2017   Common Stock   0     (6) 0   D    
Stock Option (Right to buy)   $18.5   10/12/2010     D         7500      (4) 6/15/2016   Common Stock   0     (6) 0   D    
Stock Option (Right to buy)   $16.38   10/12/2010     D         7500      (4) 6/10/2015   Common Stock   0     (6) 0   D    
Stock Option (Right to buy)   $15.45   10/12/2010     D         7500      (4) 6/10/2014   Common Stock   0     (6) 0   D    
Stock Option (Right to buy)   $14.7   10/12/2010     D         6803      (4) 6/12/2013   Common Stock   0     (6) 0   D    
Stock Option (Right to buy)   $7.49   10/12/2010     D         13352      (4) 6/21/2012   Common Stock   13352   $2.26   (5) 0   D    

Explanation of Responses:
( 1)  See Note 1 on Exhibit 99.1 attached hereto.
( 2)  See Note 2 on Exhibit 99.1 attached hereto.
( 3)  This unvested option was cancelled pursuant to the terms of the Agreement and Plan of Merger between ZymoGenetics, Inc. (the "Company"), Bristol-Myers Squibb Company and Zeus Acquisition Company, dated September 7, 2010 (the "Merger Agreement") in exchange for a cash payment representing the number of shares of the Company's Common Stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $9.75.
( 4)  This option is fully vested.
( 5)  This option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment representing the number of shares of the Company's Common Stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $9.75.
( 6)  This option was canceled pursuant to the terms of the Merger Agreement without cash payment, as the exercise price of the option is greater than the per share purchase price of $9.75.

Remarks:
*** The Power of Attorney given by Mr. Leff was previously filed with the SEC on September 13, 2007 as an exhibit to a Form 4 filed by Mr. Leff with respect to ZymoGenetics, Inc. Exhibit List Exhibit 99.1 - Explanation of Responses

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LEFF JONATHAN S
1201 EASTLAKE AVENUE EAST
SEATTLE, WA 98102 		X X


Signatures
/s/ Scott A. Arenare Name: Jonathan S.Leff By: Scott A. Arenare, Attorney-in-Fact*** 10/12/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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