<SUBMISSION>
<ACCESSION-NUMBER>0000950129-05-000501
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<CONFORMED-NAME>LEXICON GENETICS INC/TX
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</COMPANY-DATA>
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<STREET1>8800 TECHNOLOGY FOREST PLACE
<CITY>THE WOODLANDS
<STATE>TX
<ZIP>77381
<PHONE>2818633000
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<DESCRIPTION>LEXICON GENETICS INCORPORATED
<TEXT>
<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 2005
                                                           REGISTRATION NO. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          LEXICON GENETICS INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                          76-0474169
 (STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NUMBER)

                                  ------------

                          8800 TECHNOLOGY FOREST PLACE
                         THE WOODLANDS, TEXAS 77381-1160
                                 (281) 863-3000
 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                  ------------

                          ARTHUR T. SANDS, M.D., PH.D.
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          8800 TECHNOLOGY FOREST PLACE
                        THE WOODLANDS, TEXAS 77381-1160
                                 (281) 863-3000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                  ------------

                                   COPIES TO:
      DAVID P. OELMAN                              JEFFREY L. WADE
  VINSON & ELKINS L.L.P.          EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
   2300 FIRST CITY TOWER                    LEXICON GENETICS INCORPORATED
        1001 FANNIN                          8800 TECHNOLOGY FOREST PLACE
 HOUSTON, TEXAS 77002-6760                 THE WOODLANDS, TEXAS 77381-1160
      (713) 758-3708                               (281) 863-3000

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

          From time to time after this registration statement becomes
           effective, subject to market conditions and other factors.

      If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.[ ]

      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

      If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]

      If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

      If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                               CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                PROPOSED MAXIMUM          PROPOSED MAXIMUM
     TITLE OF EACH CLASS OF        AMOUNT TO BE REGISTERED     AGGREGATE OFFERING            AGGREGATE                AMOUNT OF
   SECURITIES TO BE REGISTERED             (1) (2)             PRICE PER UNIT (2)        OFFERING PRICE (2)        REGISTRATION FEE
---------------------------------  -----------------------    --------------------      --------------------       ----------------
<S>                                <C>                        <C>                       <C>                        <C>
Common Stock, par value $0.001                                                                                          N/A
Preferred Stock, par value $0.01                                                                                        N/A
Debt Securities                                                                                                         N/A
Warrants                                                                                                                N/A
Units                                                                                                                   N/A
                                      -----------------                                    ---------------         -------------
     Total                            $     150,000,000                                    $   150,000,000         $   17,655 (3)
                                      -----------------                                    ---------------         -------------
</TABLE>

(1)   There are being registered hereunder such indeterminate (i) number of
      shares of common stock and preferred stock, (ii) principal amount of debt
      securities, (iii) number of warrants to purchase common stock, preferred
      stock or debt securities and (iv) number of units as shall have an
      aggregate initial offering price not to exceed $150,000,000. If any debt
      securities are issued at an original issued discount, then the offering
      price of such debt securities shall be in such greater principal amount as
      shall result in an aggregate initial offering price not to exceed
      $150,000,000, less the aggregate dollar amount of all securities
      previously issued hereunder. Any securities registered hereunder may be
      sold separately or as units with other securities registered hereunder.
      The proposed maximum initial offering price per security or unit will be
      determined, from time to time, by the registrant in connection with the
      issuance by the registrant of the securities registered hereunder. The
      securities registered also include such indeterminate numbers of shares of
      common stock and preferred stock and amount of debt securities as may be
      issued upon conversion of or exchange for preferred stock or debt
      securities that provide for conversion or exchange, upon exercise of
      warrants or pursuant to the antidilution provisions of any such
      securities.

(2)   The amount to be registered, proposed maximum aggregate offering price per
      unit and proposed maximum aggregate offering price are not specified as to
      each class of security pursuant to General Instruction II.D. of Form S-3
      under the Securities Act.

(3)   Calculated pursuant to Rule 457(o) under the Securities Act. Of this
      amount, $644 was previously paid with respect to 1,760,000 unsold shares
      of Common Stock registered on Form S-3 (Registration No. 333-101549) filed
      by the registrant on November 27, 2002. Accordingly, pursuant to Rule
      457(p) under the Securities Act, the fee being paid herewith is $17,011.

      THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================

<PAGE>
The information in this prospectus is not complete and may be changed.  We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

                  SUBJECT TO COMPLETION, DATED JANUARY 21, 2005


                                  $150,000,000

                                 [LEXICON LOGO]

                          LEXICON GENETICS INCORPORATED

                                  COMMON STOCK
                                 PREFERRED STOCK
                                 DEBT SECURITIES
                                    WARRANTS
                                      UNITS

      We may offer common stock, preferred stock, debt securities and/or
warrants, either individually or in units, from time to time in one or more
offerings in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale. We may also offer common stock or preferred
stock upon conversion of debt securities, common stock upon conversion of
preferred stock or common stock, preferred stock or debt securities upon the
exercise of warrants.

      Each time we sell these securities, we will provide a supplement to this
prospectus that contains specific information about the offering. The supplement
may also add, update or change information contained in this prospectus. You
should carefully read this prospectus and any supplement before you invest.

      Our common stock is listed on The Nasdaq National Market under the symbol
"LEXG". The prospectus supplement will contain information, where applicable,
regarding any other listing on The Nasdaq National Market or any securities
exchange of the securities covered by the prospectus supplement. The last
reported sale price of our common stock on January 19, 2005 was $7.25 per share.

      INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 4.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is      , 2005.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
                                                    ----
<S>                                                 <C>
Lexicon Genetics Incorporated................         3
Risk Factors.................................         4
Description of Capital Stock.................         4
Description of Debt Securities...............         6
Description of Warrants......................        12
Description of Units.........................        14
Legal Ownership of Securities................        15
Special Note Regarding Forward Looking
   Statements................................        17
Ratio of Earnings to Fixed Charges...........        18
Use of Proceeds..............................        18
Plan of Distribution.........................        18
Legal Matters................................        20
Experts......................................        20
Where You Can Find More Information..........        20
Documents Incorporated by Reference..........        20
</TABLE>
<PAGE>

                          LEXICON GENETICS INCORPORATED

      Lexicon Genetics is a biopharmaceutical company focused on the discovery
of breakthrough treatments for human disease. We are systematically discovering
the physiological and behavioral functions of genes to identify those that
encode potential targets for therapeutic intervention, or drug targets. We make
our discoveries using our proprietary technology to knock out, or disrupt, the
function of genes in mice to model the effects on physiology that could be
expected from prospective drugs directed against those targets. For targets that
we believe have high pharmaceutical value, we engage in programs for the
discovery and development of potential small molecule, antibody and protein
drugs. We focus our discovery efforts in six therapeutic areas - diabetes and
obesity, cardiovascular disease, psychiatric and neurological disorders, cancer,
immune system disorders and ophthalmic disease - and we have advanced targets
into drug discovery programs in each of these areas with potential for
addressing large medical markets.

      We make our discoveries using proprietary technology to knock out genes in
mice, analyze the resulting effects on physiology and behavior, and identify
those genes that exhibit a favorable therapeutic profile in mouse models. Using
this information, we select potential targets encoded by the corresponding human
genes for our drug discovery programs. Our physiology-based approach to
understanding gene function and our use of mouse models in our drug discovery
efforts allow us to make highly-informed decisions throughout the drug discovery
and development process, which we believe will increase our likelihood of
success in discovering breakthrough therapeutics.

      The scope of our gene knockout technology, combined with the size and
sophistication of our facilities and our evaluative technologies, provides us
with what we believe to be a significant competitive advantage. We are using
these technologies in our Genome5000 program to discover the physiological and
behavioral functions of 5,000 genes from the human genome that belong to gene
families that we consider to be pharmaceutically important. We have completed
our analysis of more than 40% of these genes, and we expect to complete the
analysis of the remaining genes by the end of 2008. To date, we have advanced
into drug discovery programs more than 60 targets, each of which we have
validated in living mammals, or in vivo. As of the date of this prospectus, none
of our programs had yet advanced into clinical development.

      We are working both independently and through strategic collaborations and
alliances to commercialize our technology and turn our discoveries into drugs.
We have established multiple collaborations with leading pharmaceutical and
biotechnology companies, as well as research institutes and academic
institutions. We are working with Bristol-Myers Squibb Company to discover and
develop novel small molecule drugs in the neuroscience field. We are working
with Genentech, Inc. to discover the functions of secreted proteins and
potential antibody targets identified through Genentech's internal drug
discovery research. We are working with Takeda Pharmaceutical Company Limited
for the discovery of new drugs for the treatment of high blood pressure. In
addition, we have established collaborations and license agreements with many
other leading pharmaceutical and biotechnology companies under which we receive
fees and, in some cases, are eligible to receive milestone and royalty payments,
in return for granting access to some of our technologies and discoveries for
use in such companies' own drug discovery efforts.

      Lexicon Genetics was incorporated in Delaware in July 1995, and commenced
operations in September 1995. Our corporate headquarters are located at 8800
Technology Forest Place, The Woodlands, Texas 77381, and our telephone number is
(281) 863-3000.

      Our annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are made
available free of charge on our corporate website located at
www.lexicon-genetics.com as soon as reasonably practicable after the filing of
those reports with the Securities and Exchange Commission. Information found on
our website should not be considered part of this prospectus.

                                       3

<PAGE>

                                  RISK FACTORS

      You should carefully consider the risk factors and all other information
contained in this prospectus and any prospectus supplement and incorporated
herein by reference before purchasing our securities. Investing in our
securities involves a high degree of risk.

      For a discussion of these risks, please see:

      -     Our most recent annual report on Form 10-K, and

      -     Our other filings with the Securities and Exchange Commission that
            are incorporated by reference into this prospectus.

      For more information about our SEC filings, please see "Where You Can Find
More Information" and "Documents Incorporated By Reference" on page 20 of this
prospectus. See also "Special Note Regarding Forward-Looking Statements" on page
17 of this prospectus.

                          DESCRIPTION OF CAPITAL STOCK

      Our authorized capital stock consists of 120 million shares of common
stock, $0.001 par value, and five million shares of preferred stock, $0.01 par
value. As of December 31, 2004, there were 63,491,237 shares of our common stock
outstanding and no shares of preferred stock outstanding.

      The following summary description of our capital stock is based on the
provisions of our restated certificate of incorporation, restated bylaws and the
applicable provisions of the Delaware General Corporation Law. This information
may not be complete in all respects and is qualified entirely by reference to
the provisions of our restated certificate of incorporation, restated bylaws and
the Delaware General Corporation Law. For information on how to obtain copies of
our restated certificate of incorporation and restated bylaws, see "Where You
Can Find More Information" on page 20 of this prospectus.

COMMON STOCK

      The holders of common stock are entitled to one vote for each share held
of record on all matters submitted to a vote of the stockholders and do not have
cumulative voting rights. Accordingly, holders of a majority of the shares of
common stock entitled to vote in any election of directors may elect all of the
directors standing for election. Subject to preferences that may be applicable
to any outstanding shares of preferred stock, the holders of common stock are
entitled to receive ratably such dividends as may be declared by the board of
directors out of funds legally available therefor. Upon the liquidation,
dissolution or winding up of Lexicon, holders of our common stock are entitled
to share ratably in all assets remaining after payment of liabilities and the
liquidation preferences of any outstanding shares of preferred stock. Holders of
common stock have no preemptive rights and no right to convert their common
stock into any other securities. There are no redemption or sinking fund
provisions applicable to our common stock. All outstanding shares of our common
stock are, and all shares of common stock that may be issued under this
prospectus will be, fully paid and non-assessable.

PREFERRED STOCK

      Pursuant to our restated certificate of incorporation, our board of
directors has the authority, without further action by the stockholders, to
issue up to five million shares of preferred stock, in one or more series. Our
board of directors is authorized to fix or alter from time to time the
designation, powers, preferences and rights of the shares of each series of
preferred stock, including dividend rights, conversion rights, voting rights,
terms of redemption, liquidation preferences and sinking fund terms. Our board
of directors may also establish from time to time the number of shares
constituting any series of preferred stock, and to increase or decrease the
number of shares of any series subsequent to the issuance of shares of that
series, but not below the number of shares of any series then outstanding.

      We will fix the rights, preferences, privileges and restrictions of the
preferred stock of each series in the certificate of designation relating to
that series. We will incorporate by reference as an exhibit to the registration
statement that includes this prospectus or as an exhibit to a report filed under
the Securities Exchange Act of 1934, the form of any certificate of designation
that describes the terms of the series of preferred stock we are offering before
the issuance of the related series of preferred stock. This description will
include:

                                       4

<PAGE>

      -     the title and stated value;

      -     the number of shares we are offering;

      -     the liquidation preference per share;

      -     the purchase price;

      -     the dividend rate, period and payment date and method of calculation
            for dividends;

      -     whether dividends will be cumulative or non-cumulative and, if
            cumulative, the date from which dividends will accumulate;

      -     the provisions for a sinking fund, if any;

      -     the provisions for redemption or repurchase, if applicable, and any
            restrictions on our ability to exercise those redemption and
            repurchase rights;

      -     whether the preferred stock will be convertible into our common
            stock, and, if applicable, the conversion price, or how it will be
            calculated, and the conversion period;

      -     whether the preferred stock will be exchangeable into debt
            securities, and, if applicable, the exchange price, or how it will
            be calculated, and the exchange period;

      -     voting rights, if any, of the preferred stock;

      -     preemption rights, if any;

      -     restrictions on transfer, sale or other assignment, if any;

      -     the relative ranking and preferences of the preferred stock as to
            dividend rights and rights if we liquidate, dissolve or wind up our
            affairs;

      -     any limitations on issuance of any class or series of preferred
            stock ranking senior to or on a parity with the series of preferred
            stock as to dividend rights and rights if we liquidate, dissolve or
            wind up our affairs; and

      -     any other specific terms, preferences, rights or limitations of, or
            restrictions on, the preferred stock.

      If we issue shares of preferred stock under this prospectus, the shares
will be fully paid and non-assessable and will not have, or be subject to, any
preemptive or similar rights.

      The Delaware General Corporation Law of the State of Delaware provides
that the holders of preferred stock will have the right to vote separately as a
class on any proposal involving fundamental changes in the rights of holders of
that preferred stock. This right is in addition to any voting rights that may be
provided for in the applicable certificate of designation.

      The issuance of preferred stock could adversely affect the voting power,
conversion or other rights of holders of common stock. Preferred stock could be
issued quickly with terms designed to delay or prevent a change in control of
our company or make removal of management more difficult. Additionally, the
issuance of preferred stock may have the effect of decreasing the market price
of our common stock.

REGISTRATION RIGHTS

      As of the date of this prospectus, certain holders of our common stock are
entitled to rights with respect to the registration of those shares of common
stock under the Securities Act of 1933. These rights are described in the
Amended and Restated Registration Rights Agreement dated as of May 7, 1998 by
and among Lexicon and the stockholders named therein. These registration rights
require, among other things, that if we propose to register any of our
securities under the Securities Act, either for our own account or for the
account of others, the holders of these shares are entitled to notice of the
registration and are entitled to include, at our expense, their shares of common
stock in the registration and any related underwriting, provided, among other
conditions, that the underwriters may limit the number of shares to be included
in the registration and in some cases exclude these shares entirely. In
addition, the holders of these shares may require us, at our expense and subject
to certain limitations, to file a registration statement under the Securities
Act with respect to their shares of our common stock.

                                      5

<PAGE>

These holders have waived these registration rights with respect to any
offerings of our securities pursuant to this prospectus.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF DELAWARE LAW AND OUR CHARTER DOCUMENTS

      Delaware Takeover Statute. We are subject to the provisions of Section 203
of the Delaware General Corporation Law. In general, the statute prohibits a
publicly-held Delaware corporation such as Lexicon from engaging in a business
combination with an interested stockholder for a period of three years after the
date of the transaction in which the person became an interested stockholder,
unless the business combination is approved in a prescribed manner. For purposes
of Section 203, a business combination includes a merger, asset sale or other
transaction resulting in a financial benefit to the interested stockholder. An
interested stockholder is a person who, together with affiliates and associates,
owns (or within three years prior, did own) 15% or more of our voting stock.

      Charter Documents. Our restated certificate of incorporation requires that
any action required or permitted to be taken by our stockholders must be
effected at a duly called annual or special meeting of stockholders and may not
be effected by a consent in writing. Additionally, our restated certificate of
incorporation:

      -     does not provide for the use of cumulative voting in the election of
            directors;

      -     provides for a board of directors, classified into three classes of
            directors;

      -     provides that the authorized number of directors may be changed only
            by resolution of our board of directors; and

      -     provides for the authority of our board of directors to issue up to
            five million shares of "blank check" preferred stock and to
            determine the price, powers, preferences and rights of these shares,
            without stockholder approval.

      Our restated bylaws provide that candidates for director may be nominated
only by our board of directors or by a stockholder who gives written notice to
us not less than 120 days nor more than 150 days in advance of the first
anniversary of the date of our proxy statement relating to the previous year's
annual meeting of stockholders. The authorized number of directors is fixed in
accordance with our restated certificate of incorporation. Our board of
directors currently consists of eight members, divided into three classes. As a
result, a portion of the board of directors will be elected each year. The board
of directors may appoint new directors to fill vacancies or newly created
directorships. Our restated bylaws also limit who may call a special meeting of
stockholders.

      Delaware law and these charter provisions may have the effect of deterring
hostile takeovers or delaying changes in control of our management, which could
depress the market price of our common stock.

TRANSFER AGENT AND REGISTRAR

      The transfer agent and registrar for our common stock is Mellon Investor
Services L.L.C. The transfer agent for any series of preferred stock will be
named and described in the prospectus supplement for that series.

                         DESCRIPTION OF DEBT SECURITIES

      The following description, together with the additional information we may
include in any applicable prospectus supplements, summarizes the material terms
and provisions of the debt securities that we may offer under this prospectus
and the related indenture. While the terms summarized below will apply generally
to any debt securities we may offer under this prospectus, we will describe the
particular terms of any debt securities that we may offer in more detail in the
applicable prospectus supplement. If we indicate in the prospectus supplement,
the terms of any debt securities offered under that prospectus supplement may
differ from the terms described below. However, no prospectus supplement shall
fundamentally change the terms that are set forth in this prospectus or offer a
security that is not registered and described in this prospectus at the time of
its effectiveness.

      We may offer debt securities in the form of either senior debt securities
or subordinated debt securities. Unless otherwise specified in a supplement to
this prospectus, the debt securities will be our direct, unsecured obligations
and will rank equally with all of our other unsecured and unsubordinated
indebtedness.

      The debt securities will be issued under an indenture between us and a
trustee. The following summary of the general features of the debt securities to
be governed by the indenture is subject to, and qualified in its entirety by
reference to, the provisions of the indenture applicable to a particular series
of debt securities. We have filed a form

                                       6

<PAGE>

of indenture as an exhibit to the registration statement which includes this
prospectus. Capitalized terms used in the summary have the meanings specified in
the indenture.

GENERAL

      The terms of each series of debt securities will be established by or
pursuant to a resolution of our board of directors, or a committee thereof, and
set forth or determined in the manner provided in an officer's certificate or by
a supplemental indenture. The particular terms of each series of debt securities
will be described in a prospectus supplement relating to such series, including
any pricing supplement.

      We can issue an unlimited amount of debt securities under the indenture
that may be in one or more series with the same or various maturities, at par,
at a premium or at a discount. We will set forth in a prospectus supplement,
including any pricing supplement, relating to any series of debt securities
being offered, the aggregate principal amount and the following terms of the
debt securities:

      -     the title of the debt securities;

      -     the price or prices (expressed as a percentage of the principal
            amount) at which we will sell the debt securities;

      -     any limit on the aggregate principal amount of the debt securities;

      -     the date or dates on which we will pay the principal on the debt
            securities;

      -     the rate or rates (which may be fixed or variable) per annum or the
            method used to determine the rate or rates (including any commodity,
            commodity index, stock exchange index or financial index) at which
            the debt securities will bear interest, the date or dates from which
            interest will accrue, the date or dates on which interest will
            commence and be payable and any regular record date for the interest
            payable on any interest payment date;

      -     the place or places where principal of, and premium and interest on,
            the debt securities will be payable;

      -     the terms and conditions upon which we may redeem the debt
            securities;

      -     any obligation we have to redeem or purchase the debt securities
            pursuant to any sinking fund or analogous provisions or at the
            option of a holder of debt securities;

      -     the dates on which and the price or prices at which we will
            repurchase debt securities at the option of the holders of debt
            securities and other detailed terms and provisions of these
            repurchase obligations;

      -     the denominations in which the debt securities will be issued, if
            other than denominations of $1,000 and any integral multiple
            thereof;

      -     whether the debt securities will be issued in the form of
            certificated debt securities or global debt securities;

      -     the portion of principal amount of the debt securities payable upon
            declaration of acceleration of the maturity date, if other than the
            principal amount;

      -     the currency of denomination of the debt securities;

      -     the designation of the currency, currencies or currency units in
            which payment of principal of, and premium and interest on, the debt
            securities will be made;

      -     if payments of principal of, or premium or interest on, the debt
            securities will be made in one or more currencies or currency units
            other than that or those in which the debt securities are
            denominated, the manner in which the exchange rate with respect to
            these payments will be determined;

      -     the manner in which the amounts of payment of principal of, or
            premium or interest on, the debt securities will be determined, if
            these amounts may be determined by reference to an index based on a
            currency or currencies other than that in which the debt securities
            are denominated or designated to be payable or by reference to a
            commodity, commodity index, stock exchange index or financial index;

      -     any provisions relating to any security provided for the debt
            securities;

                                       7

<PAGE>

      -     any addition to or change in the events of default described in this
            prospectus or in the indenture with respect to the debt securities
            and any change in the acceleration provisions described in this
            prospectus or in the indenture with respect to the debt securities;

      -     any addition to or change in the covenants described in this
            prospectus or in the indenture with respect to the debt securities;

      -     any conversion provisions, including the conversion price, the
            conversion period, provisions as to whether conversion will be
            mandatory, at the option of the holder or at our option, the events
            requiring an adjustment of the conversion price and provisions
            affecting conversion if such series of debt securities are redeemed;

      -     whether the debt securities will be senior debt securities or
            subordinated debt securities and, if applicable, a description of
            the subordination terms thereof;

      -     any depositaries, interest rate calculation agents, exchange rate
            calculation agents or other agents with respect to the debt
            securities; and

      -     any other terms of the debt securities, which may modify, delete,
            supplement or add to any provision of the indenture as it applies to
            that series.

      We may issue debt securities that provide for an amount less than their
stated principal amount to be due and payable upon declaration of acceleration
of their maturity pursuant to the terms of the indenture. We will provide you
with information on the federal income tax considerations and other special
considerations applicable to any of these debt securities in the applicable
prospectus supplement.

      If we denominate the purchase price of any of the debt securities in a
foreign currency or currencies or a foreign currency unit or units, or if the
principal of, and premium and interest on, any series of debt securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
we will provide you with information on the restrictions, elections, general tax
considerations, specific terms and other information with respect to that issue
of debt securities and such foreign currency or currencies or foreign currency
unit or units in the applicable prospectus supplement.

TRANSFER AND EXCHANGE

      Each debt security will be represented by either one or more global
securities registered in the name of The Depository Trust Company, as
Depositary, or a nominee (we will refer to any debt security represented by a
global debt security as a "book-entry debt security"), or a certificate issued
in definitive registered form (we will refer to any debt security represented by
a certificated security as a "certificated debt security") as set forth in the
applicable prospectus supplement. Except as set forth under the heading "Legal
Ownership of Securities" below, book-entry securities will not be issuable in
certificated form.

      You may transfer or exchange certificated debt securities at any office we
maintain for this purpose in accordance with the terms of the indenture. No
service charge will be made for any transfer or exchange of certificated debt
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with a transfer or exchange.

      You may effect the transfer of certificated debt securities and the right
to receive the principal of, and any premium and interest on, certificated debt
securities only by surrendering the certificate representing those certificated
debt securities and either reissuance by us or the trustee of the certificate to
the new holder or the issuance by us or the trustee of a new certificate to the
new holder.

NO PROTECTION IN THE EVENT OF A CHANGE OF CONTROL

      Unless we state otherwise in the applicable prospectus supplement, the
debt securities will not contain any provisions which may afford holders of the
debt securities protection in the event we have a change in control or in the
event of a highly leveraged transaction (whether or not such transaction results
in a change in control) which could adversely affect holders of debt securities.

                                       8
<PAGE>

COVENANTS

      We will set forth in the applicable prospectus supplement any restrictive
covenants applicable to any issue of debt securities.

CONSOLIDATION, MERGER AND SALE OF ASSETS

      We may not consolidate with or merge with or into, or convey, transfer or
lease all or substantially all of our properties and assets to, any person,
which we refer to as a successor person, unless:

      -     we are the surviving corporation or the successor person (if other
            than Lexicon) is organized and validly existing under the laws of
            any U.S. domestic jurisdiction and expressly assumes our obligations
            on the debt securities and under the indenture;

      -     immediately after giving effect to the transaction, no event of
            default, and no event which, after notice or lapse of time, or both,
            would become an event of default, shall have occurred and be
            continuing under the indenture; and

      -     certain other conditions are met.

EVENTS OF DEFAULT

      Event of default means, with respect to any series of debt securities, any
of the following:

      -     default in the payment of any interest upon any debt security of
            that series when it becomes due and payable, and continuance of that
            default for a period of 30 days (unless the entire amount of the
            payment is deposited by us with the trustee or with a paying agent
            prior to the expiration of the 30-day period);

      -     default in the payment of principal of or premium on any debt
            security of that series when due and payable;

      -     default in the deposit of any sinking fund payment, when and as due
            in respect of any debt security of that series;

      -     default in the performance or breach of any other covenant or
            warranty by us in the indenture (other than a covenant or warranty
            that has been included in the indenture solely for the benefit of a
            series of debt securities other than that series), which default
            continues uncured for a period of 90 days after we receive written
            notice from the trustee or we and the trustee receive written notice
            from the holders of not less than a majority in principal amount of
            the outstanding debt securities of that series as provided in the
            indenture;

      -     certain events of bankruptcy, insolvency or reorganization of our
            company; and

      -     any other event of default provided with respect to debt securities
            of that series that is described in the applicable prospectus
            supplement accompanying this prospectus.

      No event of default with respect to a particular series of debt securities
(except as to certain events of bankruptcy, insolvency or reorganization)
necessarily constitutes an event of default with respect to any other series of
debt securities. The occurrence of an event of default may constitute an event
of default under our bank credit agreements in existence from time to time. In
addition, the occurrence of certain events of default or an acceleration under
the indenture may constitute an event of default under certain of our other
indebtedness outstanding from time to time.

      If an event of default with respect to debt securities of any series at
the time outstanding occurs and is continuing, then the trustee or the holders
of not less than a majority in principal amount of the outstanding debt
securities of that series may, by a notice in writing to us (and to the trustee
if given by the holders), declare to be due and payable immediately the
principal (or, if the debt securities of that series are discount securities,
that portion of the principal amount as may be specified in the terms of that
series) of, and accrued and unpaid interest, if any, on all debt securities of
that series. In the case of an event of default resulting from certain events of
bankruptcy, insolvency or reorganization, the principal (or such specified
amount) of and accrued and unpaid interest, if any, on all outstanding debt
securities will become and be immediately due and payable without any
declaration or other act on the part of the trustee or any holder of outstanding
debt securities. At any time after a declaration of acceleration with respect to
debt securities of any series has been made, but before a judgment or decree for
payment of the money due has been obtained by the trustee, the holders of a
majority in principal amount of the outstanding debt

                                       9
<PAGE>

securities of that series may rescind and annul the acceleration if all events
of default, other than the non-payment of accelerated principal and interest, if
any, with respect to debt securities of that series, have been cured or waived
as provided in the indenture. We refer you to the prospectus supplement relating
to any series of debt securities that are discount securities for the particular
provisions relating to acceleration of a portion of the principal amount of such
discount securities upon the occurrence of an event of default.

      The indenture provides that the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of outstanding debt securities, unless the trustee receives indemnity
satisfactory to it against any loss, liability or expense. Subject to certain
rights of the trustee, the holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee with
respect to the debt securities of that series.

      No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to the indenture
or for the appointment of a receiver or trustee, or for any remedy under the
indenture, unless:

      -     that holder has previously given to the trustee written notice of a
            continuing event of default with respect to debt securities of that
            series; and

      -     the holders of at least a majority in principal amount of the
            outstanding debt securities of that series have made written
            request, and offered reasonable indemnity, to the trustee to
            institute the proceeding as trustee, and the trustee has not
            received from the holders of a majority in principal amount of the
            outstanding debt securities of that series a direction inconsistent
            with that request and has failed to institute the proceeding within
            60 days.

      Notwithstanding the foregoing, the holder of any debt security will have
an absolute and unconditional right to receive payment of the principal of, and
any premium and interest on, that debt security on or after the due dates
expressed in that debt security and to institute suit for the enforcement of
payment.

      If any securities are outstanding under the indenture, the indenture
requires us, within 120 days after the end of our fiscal year, to furnish to the
trustee a statement as to compliance with the indenture. The indenture provides
that the trustee may withhold notice to the holders of debt securities of any
series of any default or event of default (except in payment on any debt
securities of that series) with respect to debt securities of that series if it
in good faith determines that withholding notice is in the interest of the
holders of those debt securities.

MODIFICATION AND WAIVER

      We may modify and amend the indenture with the consent of the holders of
at least a majority in principal amount of the outstanding debt securities of
each series affected by the modifications or amendments. We may not make any
modification or amendment without the consent of the holders of each affected
debt security then outstanding if that amendment will:

      -     reduce the amount of debt securities whose holders must consent to
            an amendment or waiver;

      -     reduce the rate of or extend the time for payment of interest
            (including default interest) on any debt security;

      -     reduce the principal of or premium on or change the fixed maturity
            of any debt security or reduce the amount of, or postpone the date
            fixed for, the payment of any sinking fund or analogous obligation
            with respect to any series of debt securities;

      -     reduce the principal amount of discount securities payable upon
            acceleration of maturity;

      -     waive a default in the payment of the principal of, or premium or
            interest on, any debt security (except a rescission of acceleration
            of the debt securities of any series by the holders of at least a
            majority in aggregate principal amount of the then outstanding debt
            securities of that series and a waiver of the payment default that
            resulted from such acceleration);

      -     make the principal of, or premium or interest on, any debt security
            payable in currency other than that stated in the debt security;

                                       10
<PAGE>

      -     make any change to certain provisions of the indenture relating to,
            among other things, the right of holders of debt securities to
            receive payment of the principal of, and premium and interest on,
            those debt securities and to institute suit for the enforcement of
            any such payment and to waivers or amendments; or

      -     waive a redemption payment with respect to any debt security.

      Except for certain specified provisions, the holders of at least a
majority in principal amount of the outstanding debt securities of any series
may on behalf of the holders of all debt securities of that series waive our
compliance with provisions of the indenture. The holders of a majority in
principal amount of the outstanding debt securities of any series may on behalf
of the holders of all the debt securities of such series waive any past default
under the indenture with respect to that series and its consequences, except a
default in the payment of the principal of, or any premium or interest on, any
debt security of that series or in respect of a covenant or provision, which
cannot be modified or amended without the consent of the holder of each
outstanding debt security of the series affected; provided, however, that the
holders of a majority in principal amount of the outstanding debt securities of
any series may rescind an acceleration and its consequences, including any
related payment default that resulted from the acceleration.

DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES

      Legal Defeasance. The indenture provides that, unless otherwise provided
by the terms of the applicable series of debt securities, we may be discharged
from any and all obligations in respect of the debt securities of any series
(except for certain obligations to register the transfer or exchange of debt
securities of such series, to replace stolen, lost or mutilated debt securities
of such series, and to maintain paying agencies and certain provisions relating
to the treatment of funds held by paying agents). We will be so discharged upon
the deposit with the trustee, in trust, of money and/or U.S. government
obligations or, in the case of debt securities denominated in a single currency
other than U.S. dollars, foreign government obligations, that, through the
payment of interest and principal in accordance with their terms, will provide
money in an amount sufficient in the opinion of a nationally recognized firm of
independent public accountants to pay and discharge each installment of
principal of, premium and interest on and any mandatory sinking fund payments in
respect of the debt securities of that series on the stated maturity of those
payments in accordance with the terms of the indenture and those debt
securities.

      This discharge may occur only if, among other things, we have delivered to
the trustee an opinion of counsel stating that we have received from, or there
has been published by, the United States Internal Revenue Service a ruling or,
since the date of execution of the indenture, there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the holders of the debt
securities of that series will not recognize income, gain or loss for United
States federal income tax purposes as a result of the deposit, defeasance and
discharge and will be subject to United States federal income tax on the same
amounts and in the same manner and at the same times as would have been the case
if the deposit, defeasance and discharge had not occurred.

      Defeasance of Certain Covenants. The indenture provides that, unless
otherwise provided by the terms of the applicable series of debt securities,
upon compliance with certain conditions:

      -     we may omit to comply with the covenant described under the heading
            "Consolidation, Merger and Sale of Assets" and certain other
            covenants set forth in the indenture, as well as any additional
            covenants which may be set forth in the applicable prospectus
            supplement; and

      -     any omission to comply with those covenants will not constitute a
            default or an event of default with respect to the debt securities
            of that series, or covenant defeasance.

The conditions include:

      -     depositing with the trustee money and/or U.S. government obligations
            or, in the case of debt securities denominated in a single currency
            other than U.S. dollars, foreign government obligations, that,
            through the payment of interest and principal in accordance with
            their terms, will provide money in an amount sufficient in the
            opinion of a nationally recognized firm of independent public
            accountants to pay and discharge each installment of principal of,
            premium and interest on and any mandatory sinking fund payments in
            respect of the debt securities of that series on the stated maturity
            of those payments in accordance with the terms of the indenture and
            those debt securities; and

                                       11
<PAGE>

      -     delivering to the trustee an opinion of counsel to the effect that
            the holders of the debt securities of that series will not recognize
            income, gain or loss for United States federal income tax purposes
            as a result of the deposit and related covenant defeasance and will
            be subject to United States federal income tax on the same amounts
            and in the same manner and at the same times as would have been the
            case if the deposit and related covenant defeasance had not
            occurred.

      Covenant Defeasance and Events of Default. In the event we exercise our
option to effect covenant defeasance with respect to any series of debt
securities and the debt securities of that series are declared due and payable
because of the occurrence of any event of default, the amount of money and/or
U.S. government obligations or foreign government obligations on deposit with
the trustee will be sufficient to pay amounts due on the debt securities of that
series at the time of their stated maturity but may not be sufficient to pay
amounts due on the debt securities of that series at the time of the
acceleration resulting from the event of default. In such a case, we would
remain liable for those payments.

      "Foreign Government Obligations" means, with respect to debt securities of
any series that are denominated in a currency other than U.S. dollars:

      -     direct obligations of the government that issued or caused to be
            issued such currency for the payment of which obligations its full
            faith and credit is pledged which are not callable or redeemable at
            the option of the issuer thereof; or

      -     obligations of a person controlled or supervised by or acting as an
            agency or instrumentality of that government the timely payment of
            which is unconditionally guaranteed as a full faith and credit
            obligation by that government which are not callable or redeemable
            at the option of the issuer thereof.

GOVERNING LAW

      The indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.

                             DESCRIPTION OF WARRANTS

      The following description, together with the additional information we may
include in any applicable prospectus supplements, summarizes the material terms
and provisions of the warrants that we may offer under this prospectus and the
related warrant agreements and warrant certificates. While the terms summarized
below will apply generally to any warrants that we may offer under this
prospectus, we will describe the particular terms of any series of warrants that
we may offer in more detail in the applicable prospectus supplement. If we
indicate in the prospectus supplement, the terms of any warrants offered under
that prospectus supplement may differ from the terms described below. However,
no prospectus supplement shall fundamentally change the terms that are set forth
in this prospectus or offer a security that is not registered and described in
this prospectus at the time of its effectiveness. Specific warrant agreements
will contain additional important terms and provisions and will be incorporated
by reference as an exhibit to the registration statement that includes this
prospectus or as an exhibit to a report filed under the Securities Exchange Act
of 1934.

GENERAL

        We will describe in the applicable prospectus supplement the terms of
the series of warrants, including:

      -     the offering price and aggregate number of warrants offered;

      -     the currency for which the warrants may be purchased;

      -     if applicable, the designation and terms of the securities with
            which the warrants are issued and the number of warrants issued with
            each such security or each principal amount of such security;

      -     if applicable, the date on and after which the warrants and the
            related securities will be separately transferable;

      -     in the case of warrants to purchase common stock or preferred stock,
            the number of shares of common stock or preferred stock, as the case
            may be, purchasable upon the exercise of one warrant and the price
            at which these shares may be purchased upon such exercise;

                                       12
<PAGE>

      -     in the case of warrants to purchase debt securities, the principal
            amount of debt securities purchasable upon exercise of one warrant
            and the price at, and currency in which, this principal amount of
            debt securities may be purchased upon such exercise;

      -     the effect of any merger, consolidation, sale or other disposition
            of our business on the warrant agreements and the warrants;

      -     the terms of any rights to redeem or call the warrants;

      -     any provisions for changes to or adjustments in the exercise price
            or number of securities issuable upon exercise of the warrants;

      -     the dates on which the right to exercise the warrants will commence
            and expire;

      -     the manner in which the warrant agreements and warrants may be
            modified;

      -     federal income tax consequences of holding or exercising the
            warrants;

      -     the terms of the securities issuable upon exercise of the warrants;
            and

      -     any other specific terms, preferences, rights or limitations of or
            restrictions on the warrants.

      Before exercising their warrants, holders of warrants will not have any of
the rights of holders of the securities purchasable upon such exercise,
including:

      -     in the case of warrants to purchase common stock or preferred stock,
            the right to receive dividends, if any, or, payments upon our
            liquidation, dissolution or winding up or to exercise voting rights,
            if any; or

      -     in the case of warrants to purchase debt securities, the right to
            receive payments of principal of, or premium, if any, or interest
            on, the debt securities purchasable upon exercise or to enforce
            covenants in the applicable indenture.

EXERCISE OF WARRANTS

      Each warrant will entitle the holder to purchase the securities that we
specify in the applicable prospectus supplement at the exercise price that we
describe in the applicable prospectus supplement. Unless we otherwise specify in
the applicable prospectus supplement, holders of the warrants may exercise the
warrants at any time up to the specified time on the expiration date that we set
forth in the applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become void.

      Holders of the warrants may exercise the warrants by delivering the
warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the warrant agent in
immediately available funds, as provided in the applicable prospectus
supplement. We will set forth on the reverse side of the warrant certificate and
in the applicable prospectus supplement the information that the holder of the
warrant will be required to deliver to the warrant agent.

      Upon receipt of the required payment and the warrant certificate properly
completed and duly executed at the corporate trust office of the warrant agent
or any other office indicated in the applicable prospectus supplement, we will
issue and deliver the securities purchasable upon such exercise. If fewer than
all of the warrants represented by the warrant certificate are exercised, then
we will issue a new warrant certificate for the remaining amount of warrants. If
we so indicate in the applicable prospectus supplement, holders of the warrants
may surrender securities as all or part of the exercise price for warrants.

GOVERNING LAW

      The warrants and warrant agreements will be governed by and construed in
accordance with the laws of the State of New York.

ENFORCEABILITY OF RIGHTS BY HOLDERS OF WARRANTS

      Each warrant agent will act solely as our agent under the applicable
warrant agreement and will not assume any obligation or relationship of agency
or trust with any holder of any warrant. A single bank or trust company may act
as warrant agent for more than one issue of warrants. A warrant agent will have
no duty or responsibility in case of

                                       13
<PAGE>

any default by us under the applicable warrant agreement or warrant, including
any duty or responsibility to initiate any proceedings at law or otherwise, or
to make any demand upon us. Any holder of a warrant may, without the consent of
the related warrant agent or the holder of any other warrant, enforce by
appropriate legal action its right to exercise, and receive the securities
purchasable upon exercise of, its warrants.

                              DESCRIPTION OF UNITS

      The following description, together with the additional information we may
include in any applicable prospectus supplements, summarizes the material terms
and provisions of the units that we may offer under this prospectus and the
related unit agreements. While the terms summarized below will apply generally
to any units that we may offer under this prospectus, we will describe the
particular terms of any series of units that we may offer in more detail in the
applicable prospectus supplement. If we indicate in the prospectus supplement,
the terms of any units offered under that prospectus supplement may differ from
the terms described below. However, no prospectus supplement shall fundamentally
change the terms that are set forth in this prospectus or offer a security that
is not registered and described in this prospectus at the time of its
effectiveness. Specific unit agreements will contain additional important terms
and provisions and will be incorporated by reference as an exhibit to the
registration statement that includes this prospectus or as an exhibit to a
report filed under the Securities Exchange Act of 1934.

GENERAL

      We may issue units comprised of one or more shares of common stock, shares
of preferred stock, debt securities and warrants in any combination. Each unit
will be issued so that the holder of the unit is also the holder of each
security included in the unit. Thus, the holder of a unit will have the rights
and obligations of a holder of each included security. The unit agreement under
which a unit is issued may provide that the securities included in the unit may
not be held or transferred separately, at any time or at any time before a
specified date.

      We will describe in the applicable prospectus supplement the terms of the
series of units, including:

      -     the designation and terms of the units and of the securities
            comprising the units, including whether and under what circumstances
            those securities may be held or transferred separately;

      -     any provisions of the governing unit agreement that differ from
            those described below; and

      -     any provisions for the issuance, payment, settlement, transfer or
            exchange of the units or of the securities comprising the units.

      The provisions described in this section, as well as those described under
"Description of Capital Stock," "Description of Debt Securities" and
"Description of Warrants" will apply to each unit and to any common stock,
preferred stock, debt security or warrant included in each unit, respectively.

ISSUANCE IN SERIES

      We may issue units in such amounts and in numerous distinct series as we
determine.

ENFORCEABILITY OF RIGHTS BY HOLDERS OF UNITS

      Each unit agent will act solely as our agent under the applicable unit
agreement and will not assume any obligation or relationship of agency or trust
with any holder of any unit. A single bank or trust company may act as unit
agent for more than one series of units. A unit agent will have no duty or
responsibility in case of any default by us under the applicable unit agreement
or unit, including any duty or responsibility to initiate any proceedings at law
or otherwise, or to make any demand upon us. Any holder of a unit may, without
the consent of the related unit agent or the holder of any other unit, enforce
by appropriate legal action its rights as holder under any security included in
the unit.

TITLE

      Lexicon, the unit agents and any of their agents may treat the registered
holder of any unit certificate as an absolute owner of the units evidenced by
that certificate for any purpose and as the person entitled to exercise the
rights attaching to the units so requested, despite any notice to the contrary.
See "Legal Ownership of Securities."

                                       14
<PAGE>

                          LEGAL OWNERSHIP OF SECURITIES

      We can issue securities in registered form or in the form of one or more
global securities. We describe global securities in greater detail below. We
refer to those persons who have securities registered in their own names on the
books that we or any applicable trustee maintain for this purpose as the
"holders" of those securities. These persons are the legal holders of the
securities. We refer to those persons who, indirectly through others, own
beneficial interests in securities that are not registered in their own names,
as "indirect holders" of those securities. As we discuss below, indirect holders
are not legal holders, and investors in securities issued in book-entry form or
in street name will be indirect holders.

BOOK-ENTRY HOLDERS

      We may issue securities in book-entry form only, as we will specify in the
applicable prospectus supplement. This means securities may be represented by
one or more global securities registered in the name of a financial institution
that holds them as depositary on behalf of other financial institutions that
participate in the depositary's book-entry system. These participating
institutions, which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their customers.

      Only the person in whose name a security is registered is recognized as
the holder of that security. Securities issued in global form will be registered
in the name of the depositary or its nominee. Consequently, for securities
issued in global form, we will recognize only the depositary as the holder of
the securities, and we will make all payments on the securities to the
depositary. The depositary passes along the payments it receives to its
participants, which in turn pass the payments along to their customers who are
the beneficial owners. The depositary and its participants do so under
agreements they have made with one another or with their customers; they are not
obligated to do so under the terms of the securities.

      As a result, investors in a book-entry security will not own securities
directly. Instead, they will own beneficial interests in a global security,
through a bank, broker or other financial institution that participates in the
depositary's book-entry system or holds an interest through a participant. As
long as the securities are issued in global form, investors will be indirect
holders, and not holders, of the securities.

STREET NAME HOLDERS

      We may terminate a global security or issue securities in non-global form.
In these cases, investors may choose to hold their securities in their own names
or in "street name." Securities held by an investor in street name would be
registered in the name of a bank, broker or other financial institution that the
investor chooses, and the investor would hold only a beneficial interest in
those securities through an account he or she maintains at that institution.

      For securities held in street name, we will recognize only the
intermediary banks, brokers and other financial institutions in whose names the
securities are registered as the holders of those securities, and we will make
all payments on those securities to them. These institutions pass along the
payments they receive to their customers who are the beneficial owners, but only
because they agree to do so in their customer agreements or because they are
legally required to do so. Investors who hold securities in street name will be
indirect holders, not holders, of those securities.

LEGAL HOLDERS

      Our obligations, as well as the obligations of any applicable trustee and
of any third parties employed by us or a trustee, run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial
interests in global securities, in street name or by any other indirect means.
This will be the case whether an investor chooses to be an indirect holder of a
security or has no choice because we are issuing the securities only in global
form.

      For example, once we make a payment or give a notice to the holder, we
have no further responsibility for the payment or notice even if that holder is
required, under agreements with depositary participants or customers or by law,
to pass it along to the indirect holders but does not do so. Similarly, we may
want to obtain the approval of the holders to amend an indenture, to relieve us
of the consequences of a default or of our obligation to comply with a
particular provision of the indenture or for other purposes. In such an event,
we would seek approval only from the holders, and not the indirect holders, of
the securities. Whether and how the holders contact the indirect holders is up
to the holders.

                                       15
<PAGE>

SPECIAL CONSIDERATIONS FOR INDIRECT HOLDERS

      If you hold securities through a bank, broker or other financial
institution, either in book-entry form or in street name, you should check with
your own institution to find out:

      -     how it handles securities payments and notices;

      -     whether it imposes fees or charges;

      -     how it would handle a request for the holders' consent, if ever
            required;

      -     whether and how you can instruct it to send you securities
            registered in your own name so you can be a holder, if that is
            permitted in the future;

      -     how it would exercise rights under the securities if there were a
            default or other event triggering the need for holders to act to
            protect their interests; and

      -     if the securities are in book-entry form, how the depositary's rules
            and procedures will affect these matters.

GLOBAL SECURITIES

      A global security is a security that represents one or any other number of
individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.

      Each security issued in book-entry form will be represented by a global
security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we
select for this purpose is called the depositary. Unless we specify otherwise in
the applicable prospectus supplement, The Depository Trust Company, New York,
New York, known as DTC, will be the depositary for all securities issued in
book-entry form.

      A global security may not be transferred to or registered in the name of
anyone other than the depositary, its nominee or a successor depositary, unless
special termination situations arise. We describe those situations below under
"Special Situations When a Global Security Will Be Terminated." As a result of
these arrangements, the depositary, or its nominee, will be the sole registered
owner and holder of all securities represented by a global security, and
investors will be permitted to own only beneficial interests in a global
security. Beneficial interests must be held by means of an account with a
broker, bank or other financial institution that in turn has an account with the
depositary or with another institution that does. Thus, an investor whose
security is represented by a global security will not be a holder of the
security, but only an indirect holder of a beneficial interest in the global
security.

      If the prospectus supplement for a particular security indicates that the
security will be issued in global form only, then the security will be
represented by a global security at all times unless and until the global
security is terminated. If termination occurs, we may issue the securities
through another book-entry clearing system or decide that the securities may no
longer be held through any book-entry clearing system.

SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES

      As an indirect holder, an investor's rights relating to a global security
will be governed by the account rules of the investor's financial institution
and of the depositary, as well as general laws relating to securities transfers.
We do not recognize an indirect holder as a holder of securities and instead
deal only with the depositary that holds the global security.

      If securities are issued only in the form of a global security, an
investor should be aware of the following:

      -     An investor cannot cause the securities to be registered in his or
            her name, and cannot obtain non-global certificates for his or her
            interest in the securities, except in the special situations we
            describe below;

      -     An investor will be an indirect holder and must look to his or her
            own bank or broker for payments on the securities and protection of
            his or her legal rights relating to the securities, as we describe
            above;

      -     An investor may not be able to sell interests in the securities to
            some insurance companies and to other institutions that are required
            by law to own their securities in non-book-entry form;

                                       16
<PAGE>

      -     An investor may not be able to pledge his or her interest in a
            global security in circumstances where certificates representing the
            securities must be delivered to the lender or other beneficiary of
            the pledge in order for the pledge to be effective;

      -     The depositary's policies, which may change from time to time, will
            govern payments, transfers, exchanges and other matters relating to
            an investor's interest in a global security. We and any applicable
            trustee have no responsibility for any aspect of the depositary's
            actions or for its records of ownership interests in a global
            security. We and the trustee also do not supervise the depositary in
            any way;

      -     The depositary may, and we understand that DTC will, require that
            those who purchase and sell interests in a global security within
            its book-entry system use immediately available funds, and your
            broker or bank may require you to do so as well; and

      -     Financial institutions that participate in the depositary's
            book-entry system, and through which an investor holds its interest
            in a global security, may also have their own policies affecting
            payments, notices and other matters relating to the securities.
            There may be more than one financial intermediary in the chain of
            ownership for an investor. We do not monitor and are not responsible
            for the actions of any of those intermediaries.

SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED

      In a few special situations described below, the global security will
terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold
securities directly or in street name will be up to the investor. Investors must
consult their own banks or brokers to find out how to have their interests in
securities transferred to their own name, so that they will be direct holders.
We have described the rights of holders and street name investors above.

      The global security will terminate when the following special situations
occur:

      -     if the depositary notifies us that it is unwilling, unable or no
            longer qualified to continue as depositary for that global security
            and we do not appoint another institution to act as depositary
            within 90 days;

      -     if we notify any applicable trustee that we wish to terminate that
            global security; or

      -     if an event of default has occurred with regard to securities
            represented by that global security and has not been cured or
            waived.

      The prospectus supplement may also list additional situations for
terminating a global security that would apply only to the particular series of
securities covered by the prospectus supplement. When a global security
terminates, the depositary, and not we or any applicable trustee, is responsible
for deciding the names of the institutions that will be the initial direct
holders.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus and the documents incorporated by reference into this
prospectus contain certain information regarding our financial projections,
plans and strategies that are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act
of 1934. We have attempted to identify forward-looking statements by terminology
including "anticipate," "believe," "can," "continue," "could," "estimate,"
"expect," "intend," "may," "plan," "potential," "predict," "should" or "will" or
the negative of these terms or other comparable terminology. These statements,
which are only predictions and involve known and unknown risks, uncertainties
and other important factors may include, among other things, statements which
address our strategy and operating performance, events or developments that we
expect or anticipate will occur in the future, such as projections of our future
results of operations or of our financial condition, the status of any
collaborative agreements, our research and development efforts and anticipated
trends in our business.

        We have based these forward-looking statements on our current
expectations and projections about future events. However, there may be events
in the future that we are not able to predict accurately or which we do not
fully control that could cause actual results to differ materially from those
expressed or implied in our forward-looking statements. Many important factors
could cause actual results to differ materially from those expressed or implied
by these forward-looking statements, including those discussed under "Risk
Factors" in this prospectus and any prospectus supplement and other sections of
the documents incorporated by reference into this prospectus. We

                                       17
<PAGE>

undertake no obligation to publicly release any revisions to the forward-looking
statements or reflect events or circumstances after the date of this prospectus.

                       RATIO OF EARNINGS TO FIXED CHARGES

      Our earnings were insufficient to cover fixed charges in each of the years
in the five-year period ended December 31, 2003 and in the nine-month period
ended September 30, 2004. "Fixed charges" consist of interest expense, the
estimated interest included in rental expense and accretion on redeemable
convertible preferred stock. The following table sets forth the computation of
our ratio of earnings to fixed charges for the periods indicated:

<TABLE>
<CAPTION>
                                            NINE MONTHS
                                               ENDED                            FISCAL YEARS ENDED DECEMBER 31,
                                            SEPTEMBER 30,           ---------------------------------------------------
                                                2004                2003        2002       2001       2000        1999
                                            ----------              ----        ----       ----       ----        ----
<S>                                         <C>                     <C>         <C>        <C>        <C>         <C>
Ratio of earnings to fixed charges (1)          -                     -           -          -         -            -
</TABLE>

----------------
(1)   For the nine months ended September 30, 2004, and the fiscal years ended
      December 31, 2003, 2002, 2001, 2000 and 1999, our earnings were
      insufficient to cover fixed charges by $46.6 million, $61.1 million, $59.7
      million, $35.2 million, $26.1 million, and $13.0 million, respectively.

      For the periods indicated above, we had no outstanding shares of preferred
stock with required dividend payments. Therefore, our ratios of earnings to
combined fixed charges and preferred stock dividends for the periods indicated
are identical to the ratios presented in the table above.

                                 USE OF PROCEEDS

      Except as otherwise described in the prospectus supplement relating to an
offering, we intend to use the net proceeds from the sale(s) of securities
offered pursuant to this prospectus and any prospectus supplement for research
and development and general corporate purposes, including capital expenditures
and working capital needs. We may also use some or all of the net proceeds to
acquire or invest in businesses, products and technologies that are
complementary to our own.

      The amounts that we actually expend for working capital purposes,
investments or acquisitions will vary significantly depending on a number of
factors, including future revenue growth, if any, the amount of cash we generate
from operations and the progress of our product development efforts.
Accordingly, our management will retain broad discretion in the allocation of
the net proceeds from the sale(s) of the offered securities. If we elect at the
time of the issuance of the securities to make different or more specific use of
proceeds other than as described in this prospectus, the change in use of
proceeds will be described in the applicable prospectus supplement.

                              PLAN OF DISTRIBUTION

      We may sell securities under this prospectus from time to time in any one
or more of the following ways:

      -     to or through underwriters;

      -     through brokers or dealers;

      -     directly to other purchasers; or

      -     through agents.

        We may sell securities under this prospectus from time to time in one or
more transactions:

      -     at a fixed price or prices, which may be changed;

      -     at market prices prevailing at the time of sale;

      -     at prices related to such prevailing market prices; or

      -     at negotiated prices.

                                       18
<PAGE>

      The prospectus supplement relating to the securities will set forth the
terms of the offering of such securities, including the name or names of any
underwriters, brokers, dealers or agents, the name or names of any managing
underwriter or underwriters, the purchase price of the securities and the net
proceeds to us from such sale, any delayed delivery arrangements, any
underwriting discounts and commissions and other items constituting
underwriters' compensation, any public offering price, any discounts or
concessions allowed or reallowed or paid to dealers, any commissions paid to
agents and any securities exchange or market on which the securities may be
listed.

      If we use underwriters in the sale of securities, the underwriters will
acquire the securities for their own account. The underwriters may resell the
securities from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all of the offered securities if they
purchase any of them. The underwriters may change from time to time any public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers.

      In connection with the sale of our securities, underwriters, brokers,
dealers or agents may receive compensation from us or purchasers of securities
for whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters, dealers and agents that participate in the
distribution of our securities may be deemed to be underwriters, and any
discounts or commissions received by them from us and any profit on the resale
of securities by them may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933. Any person who may be deemed to be an
underwriter will be identified, and the compensation received from us will be
described, in the prospectus supplement.

      During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers for the securities sold for their
account may be reclaimed by the syndicate if those securities are repurchased by
the syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the securities,
which may be higher than the price that might otherwise prevail in the open
market, and, if commenced, may be discontinued at any time.

      If dealers or brokers acting as dealers are used in the sale of the
securities, we will sell the securities to such dealers or brokers as
principals. The dealers or brokers acting as dealers may then resell such
securities to the public at varying prices to be determined by such dealers or
brokers at the time of resale. The names of dealers or brokers acting as dealers
and the terms of the transaction will be set forth in the prospectus supplement
relating to such securities. We may sell the securities directly or through
agents designated by us from time to time. Any agent involved in the offer or
sale of the securities will be named, and any commissions that we pay to such
agent will be set forth, in the prospectus supplement relating to such
securities. Unless otherwise indicated in the prospectus supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.

      We may sell securities directly, in which case no underwriters or agents
would be involved. We may sell securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the Securities
Act of 1933 with respect to any sale of those securities.

      All securities we offer, other than common stock and other securities
issued upon a reopening of a previous series, will be new issues of securities
with no established trading market. Any underwriters may make a market in these
securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot guarantee the liquidity of the
trading markets for any securities.

      If so indicated in the prospectus supplement, we will authorize agents,
underwriters, brokers or dealers to solicit offers from certain types of
institutions to purchase securities at the public offering price set forth in
the prospectus supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
subject only to those conditions set forth in the prospectus supplement, and the
prospectus supplement will set forth also the commission payable for
solicitation of such contracts.

                                       19
<PAGE>

      We may have agreements with the underwriters, dealers and agents to
indemnify them against specific civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make as a result of those
specific civil liabilities.

      Underwriters and agents and their affiliates may be customers of, engage
in transactions with, or perform services for us or our subsidiaries in the
ordinary course of their businesses.

                                  LEGAL MATTERS

      The validity of the issuance of the securities offered by this prospectus
has been passed upon for us by Vinson & Elkins L.L.P., Houston, Texas.

                                     EXPERTS

      The consolidated financial statements of Lexicon Genetics Incorporated
included in our annual report on Form 10-K for the years ended December 31, 2003
and 2002 have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon (which contains one
explanatory paragraph describing the audit procedures relating to a revision to
the 2001 financial statements for a reclassification adjustment that was applied
to revise the 2001 financial statements described in Note 4 to the consolidated
financial statements; the 2001 financial statements were audited by other
auditors who have ceased operations and for which Ernst & Young LLP has
expressed no opinion or other form of assurance on the 2001 financial statements
taken as a whole), included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.

      The financial statements for the year ended December 31, 2001,
incorporated by reference in this prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing. Arthur Andersen LLP has not
consented to the inclusion of their report in this prospectus, and we have not
obtained their consent to do so in reliance upon Rule 437a of the Securities Act
of 1933. Because Arthur Andersen LLP has not consented to the inclusion of their
report in this prospectus, you will not be able to recover against Arthur
Andersen LLP under Section 11(a) of the Securities Act for any untrue statement
of a material fact contained in the financial statements audited by Arthur
Andersen LLP or any omission to state a material fact required to be stated
therein.

                       WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act of 1933 regarding the offer and
sale of securities under this prospectus. This prospectus, which constitutes a
part of the registration statement, does not contain all of the information
contained in the registration statement or the exhibits to the registration
statement, as permitted by the rules and regulations of the SEC. For further
information about us and our securities, please review the registration
statement and the exhibits filed as a part of it. Statements made in this
prospectus that describe documents may not necessarily be complete. We recommend
that you review the documents that we have filed with the registration statement
to obtain a more complete understanding of these documents. A copy of the
registration statement, including the exhibits filed as a part of it, may be
inspected without charge at the SEC's Public Reference Room, 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of all or any part of the registration
statement may be obtained from the SEC upon the payment of fees prescribed by
it. You may obtain information on the Public Reference Room by calling the SEC
at 1-800-SEC-0330. The SEC maintains a Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding companies that file electronically with it.

      We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and will file periodic reports, proxy statements
and other information with the SEC. You may inspect any of these documents as
described in the preceding paragraph. These reports, proxy statements and other
information may also be inspected at the offices of Nasdaq Operations, 1735 K
Street, N.W., Washington, D.C. 20006.

                       DOCUMENTS INCORPORATED BY REFERENCE

      The Securities and Exchange Commission allows us to "incorporate by
reference" into this prospectus information that we file with the SEC in other
documents. This means that we can disclose important information to

                                       20
<PAGE>

you by referring to other documents that contain that information. The
information incorporated by reference is considered to be part of this
prospectus, except for information superseded by information in this prospectus.
We incorporate by reference the documents listed below that we have previously
filed with the SEC and any future filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than
information furnished to the SEC under Item 2.02 (or previous Item 12) of Form
8-K), prior to the termination of the offering of the securities covered by this
prospectus:

      -     our annual report on Form 10-K for the year ended December 31, 2003;

      -     our amendment to our annual report on Form 10-K/A for the year ended
            December 31, 2003, as filed on July 16, 2004;

      -     our quarterly reports on Form 10-Q for the quarterly periods ended
            March 31, June 30 and September 30, 2004;

      -     our current reports on Form 8-K dated April 21, November 2 and
            December 23, 2004; and

      -     the description of our common stock contained in our registration
            statement on Form 8-A filed with the Commission on March 27, 2000
            pursuant to Section 12 of the Securities Exchange Act of 1934,
            including any amendments and reports filed for the purpose of
            updating such description.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this prospectus modifies
or supersedes that statement. Any statement that is modified or superseded will
not constitute a part of this prospectus, except as so modified or superseded.
You may rely on any statement contained in this prospectus or in documents
incorporated or deemed to be incorporated in this prospectus, unless that
statement has been subsequently modified or superseded as described above prior
to the time you make your investment decision.

        Upon your written or oral request, we will provide you at no cost a copy
of any or all of the documents incorporated by reference in this prospectus,
other than the exhibits to those documents, unless the exhibits are specifically
incorporated by reference into this prospectus. You may request a copy of these
documents by contacting:

            Investor Relations
            Lexicon Genetics Incorporated
            8800  Technology Forest Place
            The   Woodlands, Texas 77381-1160
            Telephone: (281) 863-3000

      YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND
DOCUMENTS INCORPORATED INTO THIS PROSPECTUS BY REFERENCE. WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS
PROSPECTUS OR THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN. THIS PROSPECTUS
MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION
CONTAINED IN THIS PROSPECTUS, THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN AND
ANY SUPPLEMENTS TO THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATES OF THEIR
RESPECTIVE COVERS OR EARLIER DATES AS SPECIFIED THEREIN, REGARDLESS OF THE TIME
OF DELIVERY OF THIS PROSPECTUS OR ANY SUPPLEMENT TO THIS PROSPECTUS OR OF ANY
SALE OF OUR SECURITIES.

      In this prospectus, "Lexicon," "Lexicon Genetics," "we," "us" and "our"
refer to Lexicon Genetics Incorporated and its subsidiaries.

      The Lexicon name and logo, LexVision(R) and OmniBank(R) are registered
trademarks and Genome5000(TM) and e-Biology(TM) are trademarks of Lexicon
Genetics Incorporated.

                                       21
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM  14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

      The estimated expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered (other than
underwriting discounts and commissions) are as follows:

<TABLE>
<S>                                <C>
SEC Registration Fee .........     $ 17,655
Printing Expenses ............       50,000
Accounting Fees and Expenses .       35,000
Legal Fees and Expenses ......      100,000
Transfer Agent and Registrar Fees     3,000
Miscellaneous Expenses .......        4,345
                                   --------
          Total ..............     $210,000
                                   ========
</TABLE>

ITEM  15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person 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
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

      Lexicon's certificate of incorporation and bylaws provide that
indemnification shall be to the fullest extent permitted by the DGCL for all
current or former directors or officers. As permitted by the DGCL, the restated
certificate of incorporation provides that directors of Lexicon shall have no
personal liability to Lexicon or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (1) for any breach of the
director's duty of loyalty to Lexicon or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (3) under Section 174 of the DGCL or (4) for any transaction
from which a director derived an improper personal benefit.

      Lexicon has entered into indemnification agreements with each of its
officers and directors. These agreements, among other things, require Lexicon to
indemnify each officer and director for all expenses, including attorneys' fees,
liabilities, judgments, fines, penalties, excise taxes and settlement amounts
incurred by any such person in any claim, action, suit or proceeding, including
any action by or in the right of Lexicon, arising out of the person's services
as a director, officer, employee, agent or fiduciary to Lexicon, any subsidiary
of Lexicon or to any other company or enterprise for which the person provides
services at Lexicon's request.

                                      II-1
<PAGE>

      At present, there is no pending litigation or proceeding involving a
director or officer of Lexicon as to which indemnification is being sought nor
is Lexicon aware of any threatened litigation that may result in claims for
indemnification by any officer or director.

ITEM  16. EXHIBITS.

<TABLE>
<CAPTION>
 EXHIBIT NO.                                                  DESCRIPTION
-------------     -----------------------------------------------------------------------------------------------------------
<S>               <C>
 *1.1      --     Form of Underwriting Agreement.
  3.1      --     Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company's Registration Statement on
                   Form S-1 (Registration No. 333-96469) and incorporated by reference herein).
  3.2      --     Restated Bylaws (filed as Exhibit 3.2 to the Company's Registration Statement on
                   Form S-1 (Registration No. 333-96469) and incorporated by reference herein).
  4.1      --     Amended and Restated Registration Rights Agreement dated as of May 7, 1998 by and among the Company and the
                   stockholders named therein (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3
                   (Registration No. 333-67294) and incorporated by reference herein).
 *4.2      --     Form of Certificate of Designation of Preferred Stock.
  4.3      --     Form of Indenture.
 *4.4      --     Form of Note.
 *4.5      --     Form of Common Stock Warrant Agreement and Warrant Certificate.
 *4.6      --     Form of Preferred Stock Warrant Agreement and Warrant Certificate.
 *4.7      --     Form of Debt Securities Warrant Agreement and Warrant Certificate.
 *4.8      --     Form of Unit Agreement.
  5.1      --     Opinion of Vinson & Elkins L.L.P.
 12.1      --     Statement of Computation of Ratio of Earnings to Fixed Charges.
 23.1      --     Consent of Ernst & Young LLP.
 23.2      --     Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1).
 24.1      --     Power of Attorney (contained in signature page).
*25.1      --     Statement of Eligibility of Trustee under the Indenture.
</TABLE>

----------

*     To be filed by amendment, as an exhibit to a report filed under the
      Securities Exchange Act of 1934, as amended, or as otherwise required by
      regulation of the Securities and Exchange Commission, and incorporated by
      reference herein.

ITEM  17. UNDERTAKINGS.

      The   undersigned Registrant hereby undertakes:

                  (a) 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 of 1933, as amended (the
                  "Securities Act");

                        (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of this 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 this
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in the volume of securities offered (if
                  the total dollar value of securities offered would not exceed
                  that which was registered) and any deviation from the low or
                  high end of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20 percent change in
                  the maximum aggregate offering price set forth in the
                  "Calculation of Registration Fee" table in the effective
                  Registration Statement; and

                        (iii) to include any material information with respect
                  to the plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

                                      II-2
<PAGE>

                  provided, however, that paragraphs (a)(i) and (a)(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 Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), that are incorporated by
                  reference in this Registration Statement.

                        (b) 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.

                        (c) 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 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 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.

      The Registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act (the "Act") in accordance with the rules
and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of The Woodlands, in the State of Texas, on January 21,
2005.

                                      LEXICON GENETICS INCORPORATED

                                      By: /s/ ARTHUR T. SANDS
                                          -------------------------------------
                                          Arthur T. Sands, M.D., Ph.D.
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

      Each person whose signature appears below appoints Arthur T. Sands and
Jeffrey L. Wade, and each of them, any of whom may act without the joinder of
the other, as his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any Registration Statement
(including any amendment thereto) for this offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or would do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitute and substitutes, may lawfully 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 BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED BELOW.

<TABLE>
<CAPTION>
         SIGNATURE                                                       TITLE                                         DATE
------------------------------                      -----------------------------------------------               ----------------
<S>                                                 <C>                                                           <C>
                                                    President, Chief Executive Officer and Director               January 21, 2005
/s/ ARTHUR T. SANDS                                 (principal executive officer)
-----------------------------
Arthur T. Sands, M.D., Ph.D.

/s/ JULIA P. GREGORY                                Executive Vice President, Corporate Development               January 21, 2005
-----------------------------                        and Chief Financial Officer
Julia P. Gregory                                    (principal financial and accounting officer)

/s/ C. THOMAS CASKEY                                Chairman of the Board of Directors                            January 21, 2005
-----------------------------
C. Thomas Caskey, M.D.

/s/ SAM L. BARKER                                   Director                                                      January 21, 2005
-----------------------------
Sam L. Barker, Ph.D.

/s/ PATRICIA M. CLOHERTY                            Director                                                      January 21, 2005
-----------------------------
Patricia M. Cloherty

/s/ ROBERT J. LEFKOWITZ                             Director                                                      January 21, 2005
------------------------------
Robert J. Lefkowitz, M.D.

/s/ ALAN S. NIES                                    Director                                                      January 21, 2005
------------------------------
Alan S. Nies, M.D.

/s/ FRANK PALANTONI                                 Director                                                      January 21, 2005
-----------------------------
Frank Palantoni

/s/ CLAYTON S. ROSE                                 Director                                                      January 21, 2005
-----------------------------
Clayton S. Rose
</TABLE>

                                      II-4

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
 EXHIBIT NO.                                                    DESCRIPTION
-------------     ----------------------------------------------------------------------------------------------------------------
<S>               <C>
 *1.1      --     Form of Underwriting Agreement.
  3.1      --     Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company's Registration Statement on Form
                   S-1 (Registration No. 333-96469) and incorporated by reference herein).
  3.2      --     Restated Bylaws (filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1
                   (Registration No. 333-96469) and incorporated by reference herein).
  4.1      --     Amended and Restated Registration Rights Agreement dated as of May 7, 1998 by and among the Company and the
                   stockholders named therein (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3
                   (Registration No. 333-67294) and incorporated by reference herein).
 *4.2      --     Form of Certificate of Designation of Preferred Stock.
  4.3      --     Form of Indenture.
 *4.4      --     Form of Note.
 *4.5      --     Form of Common Stock Warrant Agreement and Warrant Certificate.
 *4.6      --     Form of Preferred Stock Warrant Agreement and Warrant Certificate.
 *4.7      --     Form of Debt Securities Warrant Agreement and Warrant Certificate.
 *4.8      --     Form of Unit Agreement.
  5.1      --     Opinion of Vinson & Elkins L.L.P.
 12.1      --     Statement of Computation of Ratio of Earnings to Fixed Charges.
 23.1      --     Consent of Ernst & Young LLP.
 23.2      --     Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1).
 24.1      --     Power of Attorney (contained in signature page).
*25.1      --     Statement of Eligibility of Trustee under the Indenture.
</TABLE>

----------

*     To be filed by amendment, as an exhibit to a report filed under the
      Securities Exchange Act of 1934, as amended, or as otherwise required by
      regulation of the Securities and Exchange Commission, and incorporated by
      reference herein.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>2
<FILENAME>h21867exv4w3.txt
<DESCRIPTION>FORM OF INDENTURE
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.3

                          LEXICON GENETICS INCORPORATED

                                    INDENTURE

                       DATED AS OF ____________ ____, 200__

                       _____________________________________,

                                   AS TRUSTEE

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                               <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE.......................................       1

   Section 1.1       Definitions............................................................       1
   Section 1.2       Other Definitions......................................................       4
   Section 1.3       Incorporation by Reference of Trust Indenture Act......................       5
   Section 1.4       Rules of Construction..................................................       5

ARTICLE 2. THE SECURITIES...................................................................       6

   Section 2.1       Issuable in Series.....................................................       6
   Section 2.2       Establishment of Terms of Series of Securities.........................       6
   Section 2.3       Execution and Authentication...........................................       8
   Section 2.4       Registrar and Paying Agent.............................................       9
   Section 2.5       Paying Agent to Hold Money in Trust....................................       9
   Section 2.6       Securityholder Lists..................................................       10
   Section 2.7       Transfer and Exchange.................................................       10
   Section 2.8       Mutilated, Destroyed, Lost and Stolen Securities......................       10
   Section 2.9       Outstanding Securities................................................       11
   Section 2.10      Treasury Securities...................................................       11
   Section 2.11      Temporary Securities..................................................       11
   Section 2.12      Cancellation..........................................................       12
   Section 2.13      Defaulted Interest....................................................       12
   Section 2.14      Global Securities.....................................................       12
   Section 2.15      CUSIP Numbers.........................................................       13

ARTICLE 3. REDEMPTION......................................................................       13

   Section 3.1       Notice to Trustee.....................................................       13
   Section 3.2       Selection of Securities to be Redeemed................................       14
   Section 3.3       Notice of Redemption..................................................       14
   Section 3.4       Effect of Notice of Redemption........................................       14
   Section 3.5       Deposit of Redemption Price...........................................       15
   Section 3.6       Securities Redeemed In Part...........................................       15

ARTICLE 4. COVENANTS.......................................................................       15

   Section 4.1       Payment Of Principal and Interest.....................................       15
   Section 4.2       SEC Reports...........................................................       15
   Section 4.3       Compliance Certificate................................................       15
   Section 4.4       Stay, Extension and Usury Laws........................................       16
   Section 4.5       Corporate Existence...................................................       16
   Section 4.6       Taxes.................................................................       16

ARTICLE 5. SUCCESSORS......................................................................       16

   Section 5.1       When Company May Merge, Etc...........................................       16
   Section 5.2       Successor Corporation Substituted.....................................       16

ARTICLE 6. DEFAULTS AND REMEDIES...........................................................       17

   Section 6.1       Events of Default.....................................................       17
   Section 6.2       Acceleration of Maturity; Rescission and Annulment....................       18
   Section 6.3       Collection of Indebtedness and Suits for Enforcement by Trustee.......       18
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                               <C>
   Section 6.4       Trustee May File Proofs of Claim......................................       19
   Section 6.5       Trustee May Enforce Claims Without Possession of Securities...........       20
   Section 6.6       Application of Money Collected........................................       20
   Section 6.7       Limitation on Suits...................................................       20
   Section 6.8       Unconditional Right of Holders to Receive Principal and Interest......       21
   Section 6.9       Restoration of Rights and Remedies....................................       21
   Section 6.10      Rights and Remedies Cumulative........................................       21
   Section 6.11      Delay or Omission Not Waiver..........................................       21
   Section 6.12      Control by Holders....................................................       21
   Section 6.13      Waiver of Past Defaults...............................................       22
   Section 6.14      Undertaking for Costs.................................................       22

ARTICLE 7. TRUSTEE.........................................................................       22

   Section 7.1       Duties of Trustee.....................................................       22
   Section 7.2       Rights of Trustee.....................................................       23
   Section 7.3       Individual Rights of Trustee..........................................       24
   Section 7.4       Trustee's Disclaimer..................................................       25
   Section 7.5       Notice of Defaults....................................................       25
   Section 7.6       Reports by Trustee to Holders.........................................       25
   Section 7.7       Compensation and Indemnity............................................       25
   Section 7.8       Replacement of Trustee................................................       26
   Section 7.9       Successor Trustee by Merger, etc......................................       27
   Section 7.10      Eligibility; Disqualification.........................................       27
   Section 7.11      Preferential Collection of Claims Against Company.....................       27

ARTICLE 8. SATISFACTION AND DISCHARGE; DEFEASANCE..........................................       27

   Section 8.1       Satisfaction and Discharge of Indenture...............................       27
   Section 8.2       Application of Trust Funds; Indemnification...........................       28
   Section 8.3       Legal Defeasance of Securities of Any Series..........................       28
   Section 8.4       Covenant Defeasance...................................................       30
   Section 8.5       Repayment to Company..................................................       31

ARTICLE 9. AMENDMENTS AND WAIVERS..........................................................       31

   Section 9.1       Without Consent of Holders............................................       31
   Section 9.2       With Consent of Holders...............................................       31
   Section 9.3       Limitations...........................................................       32
   Section 9.4       Compliance with Trust Indenture Act...................................       32
   Section 9.5       Revocation and Effect of Consents.....................................       32
   Section 9.6       Notation on or Exchange of Securities.................................       33
   Section 9.7       Trustee Protected.....................................................       33

ARTICLE 10. MISCELLANEOUS..................................................................       33

   Section 10.1      Trust Indenture Act Controls..........................................       33
   Section 10.2      Notices...............................................................       33
   Section 10.3      Communication by Holders with Other Holders...........................       34
   Section 10.4      Certificate and Opinion as to Conditions Precedent....................       34
   Section 10.5      Statements Required in Certificate or Opinion.........................       34
   Section 10.6      Rules by Trustee and Agents...........................................       35
   Section 10.7      Legal Holidays........................................................       35
   Section 10.8      No Recourse Against Others............................................       35
   Section 10.9      Counterparts..........................................................       35
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                               <C>
   Section 10.10      Governing Laws.......................................................       35
   Section 10.11      No Adverse Interpretation Of Other Agreements........................       35
   Section 10.12      Successors...........................................................       35
   Section 10.13      Severability.........................................................       36
   Section 10.14      Table of Contents, Headings, Etc.....................................       36
   Section 10.15      Securities in a Foreign Currency or in ECU...........................       36
   Section 10.16      Judgment Currency....................................................       36

ARTICLE 11. SINKING FUNDS..................................................................       37

   Section 11.1      Applicability Of Article..............................................       37
   Section 11.2      Satisfaction of Sinking Fund Payments with Securities.................       37
   Section 11.3      Redemption of Securities for Sinking Fund.............................       38
</TABLE>

                                       iii
<PAGE>

                          LEXICON GENETICS INCORPORATED
         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                   INDENTURE, DATED AS OF __________ __, 200_

<TABLE>
<S>                                                                         <C>
Section      310(a)(1).........................................                       7.10
                (a)(2).........................................                       7.10
                (a)(3).........................................             NOT APPLICABLE
                (a)(4).........................................             NOT APPLICABLE
                (a)(5).........................................                       7.10
                   (b).........................................                       7.10
Section         311(a).........................................                       7.11
                   (b).........................................                       7.11
                   (c).........................................             NOT APPLICABLE
Section         312(a).........................................                        2.6
                   (b).........................................                       10.3
                   (c).........................................                       10.3
Section         313(a).........................................                        7.6
                (b)(1).........................................                        7.6
                (b)(2).........................................                        7.6
                (c)(1).........................................                        7.6
                   (d).........................................                        7.6
Section         314(a).........................................                  4.2, 10.5
                   (b).........................................             NOT APPLICABLE
                (c)(1).........................................                       10.4
                (c)(2).........................................                       10.4
                (c)(3).........................................             NOT APPLICABLE
                   (d).........................................             NOT APPLICABLE
                   (e).........................................                       10.5
                   (f).........................................             NOT APPLICABLE
Section         315(a).........................................                        7.1
                   (b).........................................                        7.5
                   (c).........................................                        7.1
                   (d).........................................                        7.1
                   (e).........................................                       6.14
Section         316(a).........................................                       2.10
             (a)(1)(a).........................................                       6.12
             (a)(1)(b).........................................                       6.13
                   (b).........................................                        6.8
Section      317(a)(1).........................................                        6.3
                (a)(2).........................................                        6.4
                   (b).........................................                        2.5
Section         318(a).........................................                       10.1
</TABLE>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.

                                       iv
<PAGE>

      Indenture dated as of _______ ___, 200__ between Lexicon Genetics
Incorporated, a Delaware corporation ("Company"), and _________________________,
as trustee ("Trustee").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Securities issued under this
Indenture.

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 DEFINITIONS.

      "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified
herein or therein and which are owing to such Holders.

      "Affiliate" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.

      "Agent" means any Registrar, Paying Agent or Service Agent.

      "Authorized Newspaper" means a newspaper in an official language of the
country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in the place in
connection with which the term is used. If it shall be impractical in the
opinion of the Trustee to make any publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof that is
made or given by the Trustee shall constitute a sufficient publication of such
notice.

      "Bearer" means anyone in possession from time to time of a Bearer
Security.

      "Bearer Security" means any Security, including any interest coupon
appertaining thereto, that does not provide for the identification of the Holder
thereof.

      "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee thereof.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of the certificate and delivered to the
Trustee.

      "Business Day" means, unless otherwise provided by Board Resolution,
Officers' Certificate or supplemental indenture hereto for a particular Series,
any day except a Saturday, Sunday or a legal holiday in The City of New York on
which banking institutions are authorized or required by law, regulation or
executive order to close.

<PAGE>

      "Capital Stock" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock.

      "Company" means the party named as such above until a successor replaces
it and thereafter means the successor.

      "Company Order" means a written order signed in the name of the Company by
two Officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.

      "Company Request" means a written request signed in the name of the
Company by its Chief Executive Officer, the President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

      "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered.

      "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

      "Depository" means, with respect to the Securities of any Series issuable
or issued in whole or in part in the form of one or more Global Securities, the
person designated as Depository for such Series by the Company, which Depository
shall be a clearing agency registered under the Exchange Act; and if at any time
there is more than one such person, "Depository" as used with respect to the
Securities of any Series shall mean the Depository with respect to the
Securities of such Series.

      "Discount Security" means any Security that provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.2.

      "Dollars" and "$" means the currency of The United States of America.

      "ECU" means the European Currency Unit as determined by the Commission of
the European Union.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Foreign Currency" means any currency or currency unit issued by a
government other than the government of The United States of America.

      "Foreign Government Obligations" means, with respect to Securities of any
Series that are denominated in a Foreign Currency, (i) direct obligations of the
government that issued or caused to be issued such currency for the payment of
which obligations its full faith and credit is pledged or (ii) obligations of a
person controlled or supervised by or acting as an agency or instrumentality of
such government the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by such government, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the issuer
thereof.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such

                                       2
<PAGE>

other entity as have been approved by a significant segment of the accounting
profession, which are in effect as of the date of determination.

      "Global Security" or "Global Securities" means a Security or Securities,
as the case may be, in the form established pursuant to Section 2.2 evidencing
all or part of a Series of Securities, issued to the Depository for such Series
or its nominee, and registered in the name of such Depository or nominee.

      "Holder" or "Securityholder" means a person in whose name a Security is
registered or the holder of a Bearer Security.

      "Indenture" means this Indenture as amended or supplemented, from time to
time and shall include the form and terms of particular Series of Securities
established as contemplated hereunder.

      "interest," with respect to any Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity.

      "Maturity," when used with respect to any Security or installment of
principal thereof, means the date on which the principal of such Security or
such installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

      "Officer" means the Chief Executive Officer, the President, any
Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

      "Officers' Certificate" means a certificate signed by two Officers, one of
whom must be the Company's principal executive officer, principal financial
officer or principal accounting officer.

      "Opinion of Counsel" means a written opinion of legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company.

      "person" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

      "principal" of a Security means the principal of the Security plus, when
appropriate, the premium, if any, on, and any Additional Amounts in respect of,
the Security.

      "Responsible Officer" means any officer of the Trustee in its Corporate
Trust Office with direct responsibility for the administration of this Indenture
and also means, with respect to a particular corporate trust matter, any other
officer to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with a particular subject.

      "SEC" means the Securities and Exchange Commission.

      "Securities" means the debentures, notes or other debt instruments of the
Company of any Series authenticated and delivered under this Indenture.

      "Series" or "Series of Securities" means each series of debentures, notes
or other debt instruments of the Company created pursuant to Sections 2.1 and
2.2 hereof.

                                       3
<PAGE>

      "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

      "Subsidiary" of any specified person means any corporation, association or
other business entity of which more than 50% of the total voting power of shares
of Capital Stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by such person or one or more
of the other Subsidiaries of that person or a combination thereof.

      "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"TIA" means, to the extent required by any such amendment, the Trust Indenture
Act as so amended.

      "Trustee" means the person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
each person who is then a Trustee hereunder, and if at any time there is more
than one such person, "Trustee" as used with respect to the Securities of any
Series shall mean the Trustee with respect to Securities of that Series.

      "U.S. Government Obligations" means securities which are (i) direct
obligations of The United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of The United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by The United States of America, and which in the case of both
(i) and (ii) are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation evidenced by such depository receipt.

SECTION 1.2 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
Term                                                                         Defined in Section
----                                                                         ------------------
<S>                                                                          <C>
"Bankruptcy Law"......................................................                 6.1
"Custodian"...........................................................                 6.1
"Event of Default"....................................................                 6.1
"Journal".............................................................               10.15
"Judgment Currency"...................................................               10.16
"Legal Holiday".......................................................                10.7
"mandatory sinking fund payment"......................................                11.1
"Market Exchange Rate"................................................               10.15
"New York Banking Day"................................................               10.16
"optional sinking fund payment".......................................                11.1
"Paying Agent"........................................................                 2.4
"Registrar"...........................................................                 2.4
"Required Currency"...................................................               10.16
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                                                                            <C>
"Service Agent".......................................................         2.4
"successor person"....................................................         5.1
</TABLE>

SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

      "Commission" means the SEC.

      "indenture securities" means the Securities.

      "indenture security holder" means a Securityholder.

      "indenture to be qualified" means this Indenture.

      "indenture trustee" or "institutional trustee" means the Trustee.

      "obligor" on the indenture securities means the Company and any successor
obligor upon the Securities.

      All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein are used herein as so defined.

SECTION 1.4 RULES OF CONSTRUCTION.

      Unless the context otherwise requires:

            (a) a term has the meaning assigned to it;

            (b) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with generally accepted accounting
      principles;

            (c) references to "generally accepted accounting principles" and
      "GAAP" shall mean generally accepted accounting principles in effect as of
      the time when and for the period as to which such accounting principles
      are to be applied;

            (d) "or" is not exclusive;

            (e) words in the singular include the plural, and in the plural
      include the singular; and

            (f) provisions apply to successive events and transactions.

                                       5
<PAGE>

                                   ARTICLE 2.
                                 THE SECURITIES

SECTION 2.1 ISSUABLE IN SERIES.

      The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more Series. All Securities of a Series shall be identical except as may be
set forth or determined in the manner provided in a Board Resolution,
supplemental indenture or Officers' Certificate detailing the adoption of the
terms thereof pursuant to authority granted under a Board Resolution. In the
case of Securities of a Series to be issued from time to time, the Board
Resolution, Officers' Certificate or supplemental indenture detailing the
adoption of the terms thereof pursuant to authority granted under a Board
Resolution may provide for the method by which specified terms (such as interest
rate, maturity date, record date or date from which interest shall accrue) are
to be determined. Securities may differ between Series in respect of any
matters, provided that all Series of Securities shall be equally and ratably
entitled to the benefits of the Indenture.

SECTION 2.2 ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

      At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series generally in the case of Subsections 2.2.2 through 2.2.23) by or pursuant
to a Board Resolution, and set forth or determined in the manner provided in a
Board Resolution, supplemental indenture or an Officers' Certificate:

            2.2.1 the title of the Series (which shall distinguish the
      Securities of that particular Series from the Securities of any other
      Series);

            2.2.2 the price or prices (expressed as a percentage of the
      principal amount thereof) at which the Securities of the Series will be
      issued;

            2.2.3 any limit upon the aggregate principal amount of the
      Securities of the Series which may be authenticated and delivered under
      this Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);

            2.2.4 the date or dates on which the principal of the Securities of
      the Series is payable;

            2.2.5 the rate or rates (which may be fixed or variable) per annum
      or, if applicable, the method used to determine such rate or rates
      (including, but not limited to, any commodity, commodity index, stock
      exchange index or financial index) at which the Securities of the Series
      shall bear interest, if any, the date or dates from which such interest,
      if any, shall accrue, the date or dates on which such interest, if any,
      shall commence and be payable and any regular record date for the interest
      payable on any interest payment date;

            2.2.6 the place or places where the principal of and interest, if
      any, on the Securities of the Series shall be payable, where the
      Securities of such Series may be surrendered for registration of transfer
      or exchange and where notices and demands to or upon the Company in
      respect of the Securities of such Series and this Indenture may be served,
      and the method of such payment, if by wire transfer, mail or other means;

                                       6
<PAGE>

            2.2.7 if applicable, the period or periods within which, the price
      or prices at which and the terms and conditions upon which the Securities
      of the Series may be redeemed, in whole or in part, at the option of the
      Company;

            2.2.8 the obligation, if any, of the Company to redeem or purchase
      the Securities of the Series pursuant to any sinking fund or analogous
      provisions or at the option of a Holder thereof and the period or periods
      within which, the price or prices at which and the terms and conditions
      upon which Securities of the Series shall be redeemed or purchased, in
      whole or in part, pursuant to such obligation;

            2.2.9 the dates, if any, on which and the price or prices at which
      the Securities of the Series will be repurchased by the Company at the
      option of the Holders thereof and other detailed terms and provisions of
      such repurchase obligations;

            2.2.10 if other than denominations of $1,000 and any integral
      multiple thereof, the denominations in which the Securities of the Series
      shall be issuable;

            2.2.11 the forms of the Securities of the Series in bearer or fully
      registered form (and, if in fully registered form, whether the Securities
      will be issuable as Global Securities);

            2.2.12 if other than the principal amount thereof, the portion of
      the principal amount of the Securities of the Series that shall be payable
      upon declaration of acceleration of the maturity thereof pursuant to
      Section 6.2;

            2.2.13 the currency of denomination of the Securities of the Series,
      which may be Dollars or any Foreign Currency, including, but not limited
      to, the ECU, and if such currency of denomination is a composite currency
      other than the ECU, the agency or organization, if any, responsible for
      overseeing such composite currency;

            2.2.14 the designation of the currency, currencies or currency units
      in which payment of the principal of and interest, if any, on the
      Securities of the Series will be made;

            2.2.15 if payments of principal of or interest, if any, on the
      Securities of the Series are to be made in one or more currencies or
      currency units other than that or those in which such Securities are
      denominated, the manner in which the exchange rate with respect to such
      payments will be determined;

            2.2.16 the manner in which the amounts of payment of principal of or
      interest, if any, on the Securities of the Series will be determined, if
      such amounts may be determined by reference to an index based on a
      currency or currencies or by reference to a commodity, commodity index,
      stock exchange index or financial index;

            2.2.17 the provisions, if any, relating to any security provided for
      the Securities of the Series;

            2.2.18 any addition to or change in the Events of Default which
      applies to any Securities of the Series and any change in the right of the
      Trustee or the requisite Holders of such Securities to declare the
      principal amount thereof due and payable pursuant to Section 6.2;

            2.2.19 any addition to or change in the covenants set forth in
      Articles IV or V which applies to Securities of the Series;

                                       7
<PAGE>

            2.2.20 the provisions, if any, relating to conversion of any
      Securities of such Series, including, if applicable, the conversion price,
      the conversion period, provisions as to whether conversion will be
      mandatory, at the option of the Holders or at the option of the Company,
      the events requiring an adjustment of the conversion price and provisions
      affecting conversion if such Series of Securities are redeemed;

            2.2.21 whether the Securities of such Series will be senior debt
      securities or subordinated debt securities and, if applicable, a
      description of the subordination terms thereof;

            2.2.22 any depositories, interest rate calculation agents, exchange
      rate calculation agents or other agents with respect to Securities of such
      Series if other than those appointed herein; and

            2.2.23 any other terms of the Securities of the Series (which may
      modify or delete any provision of this Indenture insofar as it applies to
      such Series).

      All Securities of any one Series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to the Board Resolution, supplemental indenture
hereto or Officers' Certificate referred to above, and the authorized principal
amount of any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers' Certificate.

SECTION 2.3 EXECUTION AND AUTHENTICATION.

      Two Officers shall sign the Securities for the Company by manual or
facsimile signature.

      If an Officer whose signature is on a Security no longer holds that office
at the time the Security is authenticated, the Security shall nevertheless be
valid.

      A Security shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.

      The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

      The aggregate principal amount of Securities of any Series outstanding at
any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

      Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.2) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture hereto or Officers' Certificate
establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities
within that Series, (b) an Officers' Certificate complying with Section 10.4 and
(c) an Opinion of Counsel complying with Section 10.4.

                                       8
<PAGE>

      The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not be taken lawfully; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.

      The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

SECTION 2.4 REGISTRAR AND PAYING AGENT.

      The Company shall maintain, with respect to each Series of Securities, at
the place or places specified with respect to such Series pursuant to Section
2.2, an office or agency where Securities of such Series may be presented or
surrendered for payment ("Paying Agent"), where Securities of such Series may be
surrendered for registration of transfer or exchange ("Registrar") and where
notices and demands to or upon the Company in respect of the Securities of such
Series and this Indenture may be served ("Service Agent"). The Registrar shall
keep a register with respect to each Series of Securities and to their transfer
and exchange. The Company will give prompt written notice to the Trustee of the
name and address, and any change in the name or address, of each Registrar,
Paying Agent or Service Agent. If at any time the Company shall fail to maintain
any such required Registrar, Paying Agent or Service Agent or shall fail to
furnish the Trustee with the name and address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

      The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the name or address of any such
co-registrar, additional paying agent or additional service agent. The term
"Registrar" includes any co-registrar; the term "Paying Agent" includes any
additional paying agent; and the term "Service Agent" includes any additional
service agent.

      The Company hereby appoints the Trustee as the initial Registrar, Paying
Agent and Service Agent for each Series unless another Registrar, Paying Agent
or Service Agent, as the case may be, is appointed prior to the time Securities
of that Series are first issued.

SECTION 2.5 PAYING AGENT TO HOLD MONEY IN TRUST.

      The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series of Securities, or the Trustee, all money held by
the Paying Agent for the payment of principal of or interest on the Series of
Securities, and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary of the

                                       9
<PAGE>

Company) shall have no further liability for the money. If the Company or a
Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of Securityholders of any Series of
Securities all money held by it as Paying Agent.

SECTION 2.6 SECURITYHOLDER LISTS.

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least ten (10) days before each interest payment date and at
such other times as the Trustee may request in writing a list, in such form and
as of such date as the Trustee may reasonably require, of the names and
addresses of Securityholders of each Series of Securities.

SECTION 2.7 TRANSFER AND EXCHANGE.

      Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or
9.6).

      Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

SECTION 2.8 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

      If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and make available for delivery in
exchange therefor a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

      In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

                                       10
<PAGE>

      Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

      Every new Security of any Series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that Series duly issued hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 2.9 OUTSTANDING SECURITIES.

      The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding.

      If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

      If the Paying Agent (other than the Company, a Subsidiary of the Company
or an Affiliate of the Company) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after
that date such Securities of the Series cease to be outstanding and interest on
them ceases to accrue.

      A Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.

      In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security
that shall be deemed to be outstanding for such purposes shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.2.

SECTION 2.10 TREASURY SECURITIES.

      In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Securities of a Series
that the Trustee knows are so owned shall be so disregarded.

SECTION 2.11 TEMPORARY SECURITIES.

      Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon a Company
Order. Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers appropriate for

                                       11
<PAGE>

temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee upon request shall authenticate definitive Securities of the same
Series and date of maturity in exchange for temporary Securities. Until so
exchanged, temporary securities shall have the same rights under this Indenture
as the definitive Securities.

SECTION 2.12 CANCELLATION.

      The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, replacement or cancellation and deliver such
canceled Securities to the Company, unless the Company otherwise directs;
provided that the Trustee shall not be required to destroy Securities. The
Company may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation.

SECTION 2.13 DEFAULTED INTEREST.

      If the Company defaults in a payment of interest on a Series of
Securities, it shall pay the defaulted interest, plus, to the extent permitted
by law, any interest payable on the defaulted interest, to the persons who are
Securityholders of the Series on a subsequent special record date. The Company
shall fix the record date and payment date. At least ten (10) days before the
record date, the Company shall mail to the Trustee and to each Securityholder of
the Series a notice that states the record date, the payment date and the amount
of interest to be paid. The Company may pay defaulted interest in any other
lawful manner.

SECTION 2.14 GLOBAL SECURITIES.

            2.14.1 Terms of Securities. A Board Resolution, a supplemental
      indenture hereto or an Officers' Certificate shall establish whether the
      Securities of a Series shall be issued in whole or in part in the form of
      one or more Global Securities and the Depository for such Global Security
      or Securities.

            2.14.2 Transfer and Exchange. Notwithstanding any provisions to the
      contrary contained in Section 2.7 of the Indenture and in addition
      thereto, any Global Security shall be exchangeable pursuant to Section 2.7
      of the Indenture for Securities registered in the names of Holders other
      than the Depository for such Security or its nominee only if (i) such
      Depository notifies the Company that it is unwilling or unable to continue
      as Depository for such Global Security or if at any time such Depository
      ceases to be a clearing agency registered under the Exchange Act, and, in
      either case, the Company fails to appoint a successor Depository
      registered as a clearing agency under the Exchange Act within 90 days of
      such event, (ii) the Company executes and delivers to the Trustee an
      Officers' Certificate to the effect that such Global Security shall be so
      exchangeable or (iii) an Event of Default with respect to The Securities
      represented by such Global Security shall have happened and be continuing.
      Any Global Security that is exchangeable pursuant to the preceding
      sentence shall be exchangeable for Securities registered in such names as
      the Depository shall direct in writing in an aggregate principal amount
      equal to the principal amount of the Global Security with like tenor and
      terms.

      Except as provided in this Section 2.14.2, a Global Security may not be
transferred except as a whole by the Depository with respect to such Global
Security to a nominee of such Depository, by a nominee of such Depository to
such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

                                       12
<PAGE>

            2.14.3 Legend. Any Global Security issued hereunder shall bear a
      legend in substantially the following form:

      "This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depository or a
nominee of the Depository. This Security is exchangeable for Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depository to a nominee of the Depository,
by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such a successor Depository."

            2.14.4 Acts of Holders. The Depository, as a Holder, may appoint
      agents and otherwise authorize participants to give or take any request,
      demand, authorization, direction, notice, consent, waiver or other action
      which a Holder is entitled to give or take under the Indenture.

            2.14.5 Payments. Notwithstanding the other provisions of this
      Indenture, unless otherwise specified as contemplated by Section 2.2,
      payment of the principal of and interest, if any, on any Global Security
      shall be made to the Holder thereof.

            2.14.6 Consents, Declaration and Directions. Except as provided in
      Section 2.14.5, the Company, the Trustee and any Agent shall treat a
      person as the Holder of such principal amount of outstanding Securities of
      such Series represented by a Global Security as shall be specified in a
      written statement of the Depository with respect to such Global Security,
      for purposes of obtaining any consents, declarations, waivers or
      directions required to be given by the Holders pursuant to this Indenture.

SECTION 2.15 CUSIP NUMBERS.

      The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other elements of
identification printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

                                   ARTICLE 3.
                                   REDEMPTION

SECTION 3.1 NOTICE TO TRUSTEE.

      The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities. If a
Series of Securities is redeemable and the Company wants or is obligated to
redeem prior to the Stated Maturity thereof all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the redemption date and the principal amount of Series of Securities to be
redeemed. The Company shall give the notice at least 40 days before the
redemption date (or such shorter notice as may be acceptable to the Trustee).

                                       13
<PAGE>

SECTION 3.2 SELECTION OF SECURITIES TO BE REDEEMED.

      Unless otherwise indicated for a particular Series by a Board Resolution,
a supplemental indenture or an Officers' Certificate, if less than all the
Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed in any manner that the Trustee deems
fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. Securities of the Series and portions of
them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or,
with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.2.10, the minimum principal denomination for each Series
and integral multiples thereof. Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

SECTION 3.3 NOTICE OF REDEMPTION.

      Unless otherwise indicated for a particular Series by Board Resolution, a
supplemental indenture hereto or an Officers' Certificate, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail a notice
of redemption by first-class mail to each Holder whose Securities are to be
redeemed and, if any Bearer Securities are outstanding, publish on one occasion
a notice in an Authorized Newspaper.

      The notice shall identify the Securities of the Series to be redeemed and
shall state:

            (a) the redemption date;

            (b) the redemption price;

            (c) the name and address of the Paying Agent;

            (d) that Securities of the Series called for redemption must be
      surrendered to the Paying Agent to collect the redemption price;

            (e) that interest on Securities of the Series called for redemption
      ceases to accrue on and after the redemption date;

            (f) the CUSIP number, if any; and

            (g) any other information as may be required by the terms of the
      particular Series or the Securities of a Series being redeemed.

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense.

SECTION 3.4 EFFECT OF NOTICE OF REDEMPTION.

      Once notice of redemption is mailed or published as provided in Section
3.3, Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. A notice of redemption may not be
conditional. Upon surrender to the Paying Agent, such Securities shall be paid
at the redemption price plus accrued interest to the redemption date; provided
that installments of interest whose Stated Maturity is on or prior to the
redemption date shall be payable to the Holders of

                                       14
<PAGE>

such Securities (or one or more predecessor Securities) registered at the close
of business on the relevant record date therefor according to their terms and
the terms of this Indenture.

SECTION 3.5 DEPOSIT OF REDEMPTION PRICE.

      On or before 10:00 a.m., New York City time, on the redemption date, the
Company shall deposit with the Paying Agent money sufficient to pay the
redemption price of and accrued interest, if any, on all Securities to be
redeemed on that date.

SECTION 3.6 SECURITIES REDEEMED IN PART.

      Upon surrender of a Security that is redeemed in part, the Trustee shall
authenticate for the Holder a new Security of the same Series and the same
maturity equal in principal amount to the unredeemed portion of the Security
surrendered.

                                   ARTICLE 4.
                                    COVENANTS

SECTION 4.1 PAYMENT OF PRINCIPAL AND INTEREST.

      The Company covenants and agrees for the benefit of the Holders of each
Series of Securities that it will duly and punctually pay the principal of and
interest, if any, on the Securities of that Series in accordance with the terms
of such Securities and this Indenture.

SECTION 4.2 SEC REPORTS.

      The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee within 15 days after it files them with the SEC copies of
the annual reports and of the information, documents, and other reports (or
copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall
comply with the other provisions of TIA Section 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officers'
Certificate).

SECTION 4.3 COMPLIANCE CERTIFICATE.

      The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company, an Officers' Certificate stating whether or not to the knowledge of the
signers thereof the Company is in default in the performance or observance of
any of the terms, provisions and conditions hereof (without regard to any period
of grace or requirement of notice provided hereunder), and if a Default or Event
of Default shall have occurred, specifying all such Defaults or Events of
Default and the nature and status thereof of which they may have knowledge.

      The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, within thirty (30) days after becoming aware of any
Default or Event of Default, an Officers' Certificate specifying such Default or
Event of Default and what action the Company is taking or proposes to take with
respect thereto.

                                       15
<PAGE>

SECTION 4.4 STAY, EXTENSION AND USURY LAWS.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture or the Securities and the Company (to the
extent it may lawfully do so) hereby expressly waives all benefit or advantage
of any such law and covenants that it will not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law has been enacted.

SECTION 4.5 CORPORATE EXISTENCE.

      Subject to Article V, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the rights (charter and statutory), licenses and franchises of the Company;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole and that the loss thereof is
not adverse in any material respect to the Holders.

SECTION 4.6 TAXES.

      The Company shall pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings.

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.1 WHEN COMPANY MAY MERGE, ETC.

      The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its properties and assets to, any
person (a "successor person") unless:

            (a) the Company is the surviving corporation or the successor person
      (if other than the Company) is organized and validly existing under the
      laws of any U.S. domestic jurisdiction and expressly assumes the Company's
      obligations on the Securities and under this Indenture; and

            (b) immediately after giving effect to the transaction, no Default
      or Event of Default shall have occurred and be continuing.

      The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and any supplemental
indenture comply with this Indenture.

SECTION 5.2 SUCCESSOR CORPORATION SUBSTITUTED.

      Upon any consolidation or merger, or any sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a

                                       16
<PAGE>

sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.1 EVENTS OF DEFAULT.

      "Event of Default," wherever used herein with respect to Securities of any
Series, means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture or Officers' Certificate, it is provided that
such Series shall not have the benefit of said Event of Default:

            (a) default in the payment of any interest on any Security of that
      Series when it becomes due and payable, and continuance of such default
      for a period of 30 days (unless the entire amount of such payment is
      deposited by the Company with the Trustee or with a Paying Agent prior to
      the expiration of such period of 30 days); or

            (b) default in the payment of principal of any Security of that
      Series at its Maturity; or

            (c) default in the deposit of any sinking fund payment, when and as
      due in respect of any Security of that Series; or

            (d) default in the performance or breach of any covenant or warranty
      of the Company in this Indenture (other than a covenant or warranty for
      which the consequences of nonperformance or breach are addressed elsewhere
      in this Section 6.1 and other than a covenant or warranty that has been
      included in this Indenture solely for the benefit of Series of Securities
      other than that Series), which default continues uncured for a period of
      90 days after there has been given, by registered or certified mail, to
      the Company by the Trustee or to the Company and the Trustee by the
      Holders of not less than a majority in principal amount of the outstanding
      Securities of that Series a written notice specifying such default or
      breach and requiring it to be remedied and stating that such notice is a
      "Notice of Default" hereunder; or

            (e) the Company pursuant to or within the meaning of any Bankruptcy
      Law:

                  (i) commences a voluntary case,

                  (ii) consents to the entry of an order for relief against it
            in an involuntary case,

                  (iii) consents to the appointment of a Custodian of it or for
            all or substantially all of its property,

                  (iv) makes a general assignment for the benefit of its
            creditors, or

                  (v) generally is unable to pay its debts as the same become
            due; or

            (f) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (i) is for relief against the Company in an involuntary case,

                                       17
<PAGE>

                  (ii) appoints a Custodian of the Company or for all or
            substantially all of its property, or

                  (iii) orders the liquidation of the Company, and the order or
            decree remains unstayed and in effect for 90 days; or

            (g) any other Event of Default provided with respect to Securities
      of that Series, which is specified in a Board Resolution, a supplemental
      indenture hereto or an Officers' Certificate, in accordance with Section
      2.2.18.

      The term "Bankruptcy Law" means Title 11 of the U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

SECTION 6.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

      If an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing (other than an Event of Default
referred to in Section 6.1(e) or (f)), then in every such case the Trustee or
the Holders of not less than a majority in principal amount of the outstanding
Securities of that Series may declare the principal amount (or, if any
Securities of that Series are Discount Securities, such portion of the principal
amount as may be specified in the terms of such Securities) of and accrued and
unpaid interest, if any, on all of the Securities of that Series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount) and accrued and unpaid interest, if any, shall become
immediately due and payable. If an Event of Default specified in Section 6.1(e)
or (f) shall occur, the principal amount (or specified amount) of and accrued
and unpaid interest, if any, on all outstanding Securities shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

      At any time after such a declaration of acceleration with respect to any
Series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the outstanding Securities of
that Series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if all Events of Default with
respect to Securities of that Series, other than the non-payment of the
principal and interest, if any, of Securities of that Series which have become
due solely by such declaration of acceleration, have been cured or waived as
provided in Section 6.13.

      No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

SECTION 6.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

      The Company covenants that if:

            (a) default is made in the payment of any interest on any Security
      when such interest becomes due and payable and such default continues for
      a period of 30 days, or

            (b) default is made in the payment of principal of any Security at
      the Maturity thereof, or

            (c) default is made in the deposit of any sinking fund payment when
      and as due by the terms of a Security,

                                       18
<PAGE>

then the Company will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities the whole amount then due and payable on such
Securities for principal and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and any
overdue interest at the rate or rates prescribed therefor in such Securities
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

      If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or deemed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

      If an Event of Default with respect to any Securities of any Series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such Series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

SECTION 6.4 TRUSTEE MAY FILE PROOFS OF CLAIM.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

            (a) to file and prove a claim for the whole amount of principal and
      interest owing and unpaid in respect of the Securities and to file such
      other papers or documents as may be necessary or advisable in order to
      have the claims of the Trustee (including any claim for the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel) and of the Holders allowed in such judicial
      proceeding, and

            (b) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same, and any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by
      each Holder to make such payments to the Trustee and, in the event that
      the Trustee shall consent to the making of such payments directly to the
      Holders, to pay to the Trustee any amount due it for the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel, and any other amounts due the Trustee under Section
      7.7.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

                                       19
<PAGE>

SECTION 6.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

      All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 6.6 APPLICATION OF MONEY COLLECTED.

      Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

      First: To the payment of all amounts due the Trustee under Section 7.7;
and

      Second: To the payment of the amounts then due and unpaid for principal of
and interest on the Securities in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for principal
and interest, respectively; and

      Third: To the Company.

SECTION 6.7 LIMITATION ON SUITS.

      No Holder of any Security of any Series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

            (a) such Holder has previously given written notice to the Trustee
      of a continuing Event of Default with respect to the Securities of that
      Series;

            (b) the Holders of at least a majority in principal amount of the
      outstanding Securities of that Series shall have made written request to
      the Trustee to institute proceedings in respect of such Event of Default
      in its own name as Trustee hereunder;

            (c) such Holder or Holders have offered to the Trustee reasonable
      indemnity against the costs, expenses and liabilities to be incurred in
      compliance with such request;

            (d) the Trustee for 60 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (e) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the outstanding Securities of that Series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the

                                       20
<PAGE>

rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

SECTION 6.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Security on the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of
redemption, on the redemption date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

SECTION 6.9 RESTORATION OF RIGHTS AND REMEDIES.

      If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

SECTION 6.10 RIGHTS AND REMEDIES CUMULATIVE.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.11 DELAY OR OMISSION NOT WAIVER.

      No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

SECTION 6.12 CONTROL BY HOLDERS.

      The Holders of a majority in principal amount of the outstanding
Securities of any Series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such Series, provided that:

            (a) such direction shall not be in conflict with any rule of law or
      with this Indenture,

            (b) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction, and

                                       21
<PAGE>

            (c) subject to the provisions of Section 6.1, the Trustee shall have
      the right to decline to follow any such direction if the Trustee in good
      faith shall, by a Responsible Officer of the Trustee, determine that the
      proceeding so directed would involve the Trustee in personal liability.

SECTION 6.13 WAIVER OF PAST DEFAULTS.

      The Holders of not less than a majority in principal amount of the
outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default hereunder with respect to such
Series and its consequences, except a Default (i) in the payment of the
principal of or interest on any Security of such Series (provided, however, that
the Holders of a majority in principal amount of the outstanding Securities of
any Series may rescind an acceleration and its consequences, including any
related payment default that resulted from such acceleration) or (ii) in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each outstanding Security of such Series affected.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

SECTION 6.14 UNDERTAKING FOR COSTS.

      All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the Stated Maturity or Stated Maturities expressed in
such Security (or, in the case of redemption, on the redemption date).

                                   ARTICLE 7.
                                     TRUSTEE

SECTION 7.1 DUTIES OF TRUSTEE.

            (a) If an Event of Default has occurred and is continuing, the
      Trustee shall exercise the rights and powers vested in it by this
      Indenture and use the same degree of care and skill in their exercise as a
      prudent man would exercise or use under the circumstances in the conduct
      of his own affairs.

            (b) Except during the continuance of an Event of Default:

                  (i) The Trustee need perform only those duties that are
            specifically set forth in this Indenture and no others.

                  (ii) In the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon Officers'
            Certificates or Opinions of Counsel furnished to the Trustee and

                                       22
<PAGE>

            conforming to the requirements of this Indenture; however, in the
            case of any such Officers' Certificates or Opinions of Counsel which
            by any provisions hereof are specifically required to be furnished
            to the Trustee, the Trustee shall examine such Officers'
            Certificates and Opinions of Counsel to determine whether or not
            they conform to the requirements of this Indenture.

            (c) The Trustee may not be relieved from liability for its own
      negligent action, its own negligent failure to act or its own willful
      misconduct, except that:

                  (i) This paragraph does not limit the effect of paragraph (b)
            of this Section.

                  (ii) The Trustee shall not be liable for any error of judgment
            made in good faith by a Responsible Officer, unless it is proved
            that the Trustee was negligent in ascertaining the pertinent facts.

                  (iii) The Trustee shall not be liable with respect to any
            action taken, suffered or omitted to be taken by it with respect to
            Securities of any Series in good faith in accordance with the
            direction of the Holders of a majority in principal amount of the
            outstanding Securities of such Series relating to the time, method
            and place of conducting any proceeding for any remedy available to
            the Trustee, or exercising any trust or power conferred upon the
            Trustee, under this Indenture with respect to the Securities of such
            Series.

            (d) Every provision of this Indenture that in any way relates to the
      Trustee is subject to paragraph (a), (b) and (c) of this Section.

            (e) The Trustee may refuse to perform any duty or exercise any right
      or power at the request or direction of any Holder unless it receives
      indemnity satisfactory to it against any loss, liability or expense.

            (f) The Trustee shall not be liable for interest on any money
      received by it except as the Trustee may agree in writing with the
      Company. Money held in trust by the Trustee need not be segregated from
      other funds except to the extent required by law.

            (g) No provision of this Indenture shall require the Trustee to risk
      its own funds or otherwise incur any financial liability in the
      performance of any of its duties, or in the exercise of any of its rights
      or powers, if it shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk is not
      reasonably assured to it.

            (h) The Paying Agent, the Registrar and any authenticating agent
      shall be entitled to the protections, immunities and standard of care as
      are set forth in paragraphs (a), (b) and (c) of this Section with respect
      to the Trustee.

SECTION 7.2 RIGHTS OF TRUSTEE.

            (a) The Trustee may rely on and shall be protected in acting or
      refraining from acting upon any document believed by it to be genuine and
      to have been signed or presented by the proper person. The Trustee need
      not investigate any fact or matter stated in the document.

                                       23
<PAGE>

            (b) Before the Trustee acts or refrains from acting, it may require
      an Officers' Certificate. The Trustee shall not be liable for any action
      it takes or omits to take in good faith in reliance on such Officers'
      Certificate.

            (c) The Trustee may act through agents and shall not be responsible
      for the misconduct or negligence of any agent appointed with due care. No
      Depository shall be deemed an agent of the Trustee and the Trustee shall
      not be responsible for any act or omission by any Depository.

            (d) The Trustee shall not be liable for any action it takes or omits
      to take in good faith which it believes to be authorized or within its
      rights or powers, provided that the Trustee's conduct does not constitute
      negligence or bad faith.

            (e) The Trustee may consult with counsel and the advice of such
      counsel or any Opinion of Counsel shall be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder without negligence and in good faith and in reliance thereon.

            (f) The Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders of Securities unless such Holders shall
      have offered to the Trustee reasonable security or indemnity against the
      costs, expenses and liabilities which might be incurred by it in
      compliance with such request or direction.

            (g) The Trustee may consult with counsel of its selection and the
      advice of such counsel or any Opinion of Counsel shall be full and
      complete authorization and protection in respect of any action taken,
      suffered or omitted by it hereunder without negligence and in good faith
      and in reliance thereon.

            (h) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee, in its discretion, may make such further
      inquiry or investigation into such facts or matters as it may see fit.

            (i) The Trustee shall not be deemed to have notice of any Default or
      Event of Default unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact
      such a default is received by the Trustee at the Corporate Trust Office of
      the Trustee, and such notice references the Securities generally or the
      Securities of a particular Series and this Indenture.

SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or an Affiliate
of the Company with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee is also subject to Sections
7.10 and 7.11.

                                       24
<PAGE>

SECTION 7.4 TRUSTEE'S DISCLAIMER.

      The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its authentication.

SECTION 7.5 NOTICE OF DEFAULTS.

      If a Default or Event of Default occurs and is continuing with respect to
the Securities of any Series and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Securityholder of the Securities of that
Series and, if any Bearer Securities are outstanding, publish on one occasion in
an Authorized Newspaper, notice of a Default or Event of Default within 90 days
after it occurs or, if later, after a Responsible Officer of the Trustee has
knowledge of such Default or Event of Default. Except in the case of a Default
or Event of Default in payment of principal of or interest on any Security of
any Series, the Trustee may withhold the notice if and so long as its corporate
trust committee or a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Securityholders of
that Series.

SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS.

      Within 60 days after May 15 in each year, the Trustee shall transmit by
mail to all Securityholders, as their names and addresses appear on the register
kept by the Registrar and, if any Bearer Securities are outstanding, publish in
an Authorized Newspaper, a brief report dated as of such May 15, in accordance
with, and to the extent required under, TIA Section 313.

      A copy of each report at the time of its mailing to Securityholders of any
Series shall be filed with the SEC and each stock exchange on which the
Securities of that Series are listed. The Company shall promptly notify the
Trustee when Securities of any Series are listed on any stock exchange.

SECTION 7.7 COMPENSATION AND INDEMNITY.

      The Company shall pay to the Trustee from time to time compensation for
its services as the Company and the Trustee shall from time to time agree upon
in writing. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.

      The Company shall indemnify each of the Trustee and any predecessor
Trustee (including the cost of defending itself) against any loss, liability or
expense, including taxes (other than taxes based upon, measured by or determined
by the income of the Trustee) incurred by it except as set forth in the next
paragraph in the performance of its duties under this Indenture as Trustee or
Agent. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have one separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld. This indemnification shall apply to officers,
directors, employees, shareholders and agents of the Trustee.

      The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence or bad faith.

                                       25

<PAGE>

      To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities of any Series on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
and interest on particular Securities of that Series.

      When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

      The provisions of this Section shall survive the termination of this
Indenture.

SECTION 7.8 REPLACEMENT OF TRUSTEE.

      A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

      The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company at least 30 days prior to the date of the
proposed resignation. The Holders of a majority in principal amount of the
Securities of any Series may remove the Trustee with respect to that Series by
so notifying the Trustee and the Company. The Company may remove the Trustee
with respect to Securities of one or more Series if:

            (a) the Trustee fails to comply with Section 7.10;

            (b) the Trustee is adjudged bankrupt or insolvent or an order for
      relief is entered with respect to the Trustee under any Bankruptcy Law;

            (c) a Custodian or public officer takes charge of the Trustee or its
      property; or

            (d) the Trustee becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.

      If a successor Trustee with respect to the Securities of any one or more
Series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least a
majority in principal amount of the Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee subject to the lien provided for in Section 7.7, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee with respect
to each Series of Securities for which it is acting as Trustee under this
Indenture. A successor Trustee shall mail a notice of its succession to each
Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

                                       26

<PAGE>

SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER, ETC.

      If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

      This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a combined
capital and surplus of at least $25,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA Section
310(b).

SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

      The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                   ARTICLE 8.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 8.1 SATISFACTION AND DISCHARGE OF INDENTURE.

      This Indenture shall upon Company Order cease to be of further effect
(except as hereinafter provided in this Section 8.1), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

            (a) either of the following shall have occurred:

                  (i) all Securities theretofore authenticated and delivered
            (other than Securities that have been destroyed, lost or stolen and
            that have been replaced or paid) have been delivered to the Trustee
            for cancellation; or

                  (ii) all such Securities not theretofore delivered to the
            Trustee for cancellation

                        (1) have become due and payable, or

                        (2) will become due and payable at their Stated Maturity
                  within one year, or

                        (3) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company;

      and the Company has irrevocably deposited or caused to be deposited with
      the Trustee as trust funds in trust an amount sufficient for the purpose
      of paying and discharging the entire indebtedness on such Securities not
      theretofore delivered to the Trustee for cancellation, for principal and
      interest to the date of such deposit (in the case of Securities which have
      become due

                                       27

<PAGE>

      and payable on or prior to the date of such deposit) or to the Stated
      Maturity or redemption date, as the case may be;

            (b) the Company has paid or caused to be paid all other sums payable
      hereunder by the Company; and

            (c) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.7 and, if money shall
have been deposited with the Trustee pursuant to clause (a) of this Section, the
provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall survive.

SECTION 8.2 APPLICATION OF TRUST FUNDS; INDEMNIFICATION.

            (a) Subject to the provisions of Section 8.5, all money deposited
      with the Trustee pursuant to Section 8.1, all money and U.S. Government
      Obligations or Foreign Government Obligations deposited with the Trustee
      pursuant to Section 8.3 or 8.4 and all money received by the Trustee in
      respect of U.S. Government Obligations or Foreign Government Obligations
      deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be held
      in trust and applied by it, in accordance with the provisions of the
      Securities and this Indenture, to the payment, either directly or through
      any Paying Agent (other than the Company acting as its own Paying Agent)
      as the Trustee may determine, to the persons entitled thereto, of the
      principal and interest for whose payment such money has been deposited
      with or received by the Trustee or to make mandatory sinking fund payments
      or analogous payments as contemplated by Sections 8.3 or 8.4.

            (b) The Company shall pay and shall indemnify the Trustee against
      any tax, fee or other charge imposed on or assessed against U.S.
      Government Obligations or Foreign Government Obligations deposited
      pursuant to Sections 8.3 or 8.4 or the interest and principal received in
      respect of such obligations other than any payable by or on behalf of
      Holders.

            (c) The Trustee shall deliver or pay to the Company from time to
      time upon Company Request any U.S. Government Obligations or Foreign
      Government Obligations or money held by it as provided in Sections 8.3 or
      8.4 which, in the opinion of a nationally recognized firm of independent
      certified public accountants expressed in a written certification thereof
      delivered to the Trustee, are then in excess of the amount thereof which
      then would have been required to be deposited for the purpose for which
      such U.S. Government Obligations or Foreign Government Obligations or
      money were deposited or received. This provision shall not authorize the
      sale by the Trustee of any U.S. Government Obligations or Foreign
      Government Obligations held under this Indenture.

SECTION 8.3 LEGAL DEFEASANCE OF SECURITIES OF ANY SERIES.

      Unless this Section 8.3 is otherwise specified, pursuant to Section
2.2.23, to be inapplicable to Securities of any Series, the Company shall be
deemed to have paid and discharged the entire indebtedness on all the
outstanding Securities of any Series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee, at the expense of the Company, shall, at
Company Request, execute proper instruments acknowledging the same), except as
to:

                                       28

<PAGE>

            (a) the rights of Holders of Securities of such Series to receive,
      from the trust funds described in subparagraph (d) hereof, (i) payment of
      the principal of and each installment of principal of and interest on the
      outstanding Securities of such Series on the Stated Maturity of such
      principal or installment of principal or interest and (ii) the benefit of
      any mandatory sinking fund payments applicable to the Securities of such
      Series on the day on which such payments are due and payable in accordance
      with the terms of this Indenture and the Securities of such Series;

            (b) the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3, and 8.5; and

            (c) the rights, powers, trust and immunities of the Trustee
      hereunder;

provided that, the following conditions shall have been satisfied:

            (d) the Company shall have deposited or caused to be irrevocably
      deposited (except as provided in Section 8.2(c)) with the Trustee as trust
      funds in trust for the purpose of making the following payments,
      specifically pledged as security for and dedicated solely to the benefit
      of the Holders of such Securities (i) in the case of Securities of such
      Series denominated in Dollars, cash in Dollars and/or U.S. Government
      Obligations, or (ii) in the case of Securities of such Series denominated
      in a Foreign Currency (other than a composite currency), money and/or
      Foreign Government Obligations, which through the payment of interest and
      principal in respect thereof in accordance with their terms, will provide
      (and without reinvestment and assuming no tax liability will be imposed on
      such Trustee), not later than one day before the due date of any payment
      of money, an amount in cash, sufficient, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge each
      installment of principal of and interest, if any, on and any mandatory
      sinking fund payments in respect of all the Securities of such Series on
      the dates such installments of interest or principal and such sinking fund
      payments are due;

            (e) such deposit will not result in a breach or violation of, or
      constitute a default under, this Indenture or any other agreement or
      instrument to which the Company is a party or by which it is bound;

            (f) no Default or Event of Default with respect to the Securities of
      such Series shall have occurred and be continuing on the date of such
      deposit or during the period ending on the 91st day after such date;

            (g) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel to the effect that (i) the Company
      has received from, or there has been published by, the Internal Revenue
      Service a ruling, or (ii) since the date of execution of this Indenture,
      there has been a change in the applicable Federal income tax law, in
      either case to the effect that, and based thereon such Opinion of Counsel
      shall confirm that, the Holders of the Securities of such Series will not
      recognize income, gain or loss for Federal income tax purposes as a result
      of such deposit, defeasance and discharge and will be subject to Federal
      income tax on the same amounts and in the same manner and at the same
      times as would have been the case if such deposit, defeasance and
      discharge had not occurred;

            (h) the Company shall have delivered to the Trustee an Officers'
      Certificate stating that the deposit was not made by the Company with the
      intent of preferring the Holders of the Securities of such Series over any
      other creditors of the Company or with the intent of defeating, hindering,
      delaying or defrauding any other creditors of the Company; and

                                       29

<PAGE>

            (i) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to the defeasance contemplated by this
      Section have been complied with.

SECTION 8.4 COVENANT DEFEASANCE.

      Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.23
to be inapplicable to Securities of any Series, on and after the 91st day after
the date of the deposit referred to in subparagraph (a) hereof, the Company may
omit to comply with respect to the Securities of any Series with any term,
provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.6 and 5.1 as
well as any additional covenants specified in a supplemental indenture for such
Series of Securities or a Board Resolution or an Officers' Certificate delivered
pursuant to Section 2.2.23 (and the failure to comply with any such covenants
shall not constitute a Default or Event of Default with respect to such Series
under Section 6.1) and the occurrence of any event specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers'
Certificate delivered pursuant to Section 2.2.18 and designated as an Event of
Default shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such Series, provided that the following conditions
shall have been satisfied:

            (a) With reference to this Section 8.4, the Company has deposited or
      caused to be irrevocably deposited (except as provided in Section 8.2(c))
      with the Trustee as trust funds in trust for the purpose of making the
      following payments specifically pledged as security for, and dedicated
      solely to, the benefit of the Holders of such Securities (i) in the case
      of Securities of such Series denominated in Dollars, cash in Dollars
      and/or U.S. Government Obligations, or (ii) in the case of Securities of
      such Series denominated in a Foreign Currency (other than a composite
      currency), money and/or Foreign Government Obligations, which through the
      payment of interest and principal in respect thereof in accordance with
      their terms, will provide (and without reinvestment and assuming no tax
      liability will be imposed on such Trustee), not later than one day before
      the due date of any payment of money, an amount in cash, sufficient, in
      the opinion of a nationally recognized firm of independent certified
      public accountants expressed in a written certification thereof delivered
      to the Trustee, to pay and discharge each installment of principal of and
      interest, if any, on and any mandatory sinking fund payments in respect of
      the Securities of such Series on the dates such installments of interest
      or principal and such sinking fund payments are due;

            (b) Such deposit will not result in a breach or violation of, or
      constitute a default under, this Indenture or any other agreement or
      instrument to which the Company is a party or by which it is bound;

            (c) No Default or Event of Default with respect to the Securities of
      such Series shall have occurred and be continuing on the date of such
      deposit or during the period ending on the 91st day after such date;

            (d) The Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that Holders of the Securities of such Series will
      not recognize income, gain or loss for federal income tax purposes as a
      result of such deposit and covenant defeasance and will be subject to
      federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such deposit and covenant defeasance
      had not occurred; and

            (e) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the covenant defeasance
      contemplated by this Section have been complied with.

                                       30

<PAGE>

SECTION 8.5 REPAYMENT TO COMPANY.

      The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal and interest that remains
unclaimed for two years. After that, Securityholders entitled to the money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person.

                                   ARTICLE 9.
                             AMENDMENTS AND WAIVERS

SECTION 9.1 WITHOUT CONSENT OF HOLDERS.

      The Company and the Trustee may amend or supplement this Indenture or the
Securities of one or more Series without the consent of any Securityholder:

            (a) to cure any ambiguity, defect or inconsistency;

            (b) to comply with Article V;

            (c) to provide for uncertificated Securities in addition to or in
      place of certificated Securities;

            (d) to make any change that does not adversely affect the rights of
      any Securityholder;

            (e) to provide for the issuance of and establish the form and terms
      and conditions of Securities of any Series as permitted by this Indenture;

            (f) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more Series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee; or

            (g) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA.

SECTION 9.2 WITH CONSENT OF HOLDERS.

      The Company and the Trustee may enter into a supplemental indenture with
the written consent of the Holders of at least a majority in principal amount of
the outstanding Securities of each Series affected by such supplemental
indenture (including consents obtained in connection with a tender offer or
exchange offer for the Securities of such Series), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Securityholders of each such Series. Except as provided in
Section 6.13, the Holders of at least a majority in principal amount of the
outstanding Securities of any Series by notice to the Trustee (including
consents obtained in connection with a tender offer or exchange offer for the
Securities of such Series) may waive compliance by the Company with any
provision of this Indenture or the Securities with respect to such Series.

      It shall not be necessary for the consent of the Holders of Securities
under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if

                                       31

<PAGE>

such consent approves the substance thereof. After a supplemental indenture or
waiver under this section becomes effective, the Company shall mail to the
Holders of Securities affected thereby and, if any Bearer Securities affected
thereby are outstanding, publish on one occasion in an Authorized Newspaper, a
notice briefly describing the supplemental indenture or waiver. Any failure by
the Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

SECTION 9.3 LIMITATIONS.

      Without the consent of each Securityholder affected, an amendment or
waiver may not:

            (a) reduce the amount of Securities whose Holders must consent to an
      amendment, supplement or waiver;

            (b) reduce the rate of or extend the time for payment of interest
      (including default interest) on any Security;

            (c) reduce the principal or change the Stated Maturity of any
      Security or reduce the amount of, or postpone the date fixed for, the
      payment of any sinking fund or analogous obligation;

            (d) reduce the principal amount of Discount Securities payable upon
      acceleration of the maturity thereof;

            (e) waive a Default or Event of Default in the payment of the
      principal of or interest, if any, on any Security (except a rescission of
      acceleration of the Securities of any Series by the Holders of at least a
      majority in principal amount of the outstanding Securities of such Series
      and a waiver of the payment default that resulted from such acceleration);

            (f) make the principal of or interest, if any, on any Security
      payable in any currency other than that stated in the Security;

            (g) make any change in Sections 6.8, 6.13, or 9.3 (this sentence);or

            (h) waive a redemption payment with respect to any Security.

SECTION 9.4 COMPLIANCE WITH TRUST INDENTURE ACT.

      Every amendment to this Indenture or the Securities of one or more Series
shall be set forth in a supplemental indenture hereto that complies with the TIA
as then in effect.

SECTION 9.5 REVOCATION AND EFFECT OF CONSENTS.

      Until an amendment is set forth in a supplemental indenture or a waiver
becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. However, any such Holder
or subsequent Holder may revoke the consent as to his Security or portion of a
Security if the Trustee receives the notice of revocation before the date of the
supplemental indenture or the date the waiver becomes effective.

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<PAGE>

      Any amendment or waiver once effective shall bind every Securityholder of
each Series affected by such amendment or waiver unless it is of the type
described in any of clauses (a) through (h) of Section 9.3. In that case, the
amendment or waiver shall bind each Holder of a Security who has consented to it
and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security.

SECTION 9.6 NOTATION ON OR EXCHANGE OF SECURITIES.

      The Trustee may place an appropriate notation about an amendment or waiver
on any Security of any Series thereafter authenticated. The Company in exchange
for Securities of that Series may issue and the Trustee shall authenticate upon
request new Securities of that Series that reflect the amendment or waiver.

SECTION 9.7 TRUSTEE PROTECTED.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 7.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.

                                   ARTICLE 10.
                                  MISCELLANEOUS

SECTION 10.1 TRUST INDENTURE ACT CONTROLS.

      If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required or deemed to be included in this Indenture
by the TIA, such required or deemed provision shall control.

SECTION 10.2 NOTICES.

      Any notice or communication by the Company or the Trustee to the other, or
by a Holder to the Company or the Trustee, is duly given if in writing and
delivered in person or mailed by first-class mail:

      if to the Company:

            Lexicon Genetics Incorporated
            8800 Technology Forest Place
            The Woodlands, Texas  77381
            Attention: President and Chief Executive Officer
            Telephone: (281) 863-3000
            Facsimile: (281) 863-8095

                                       33

<PAGE>

      if to the Trustee:
            _____________________________________________
            _____________________________________________
            _____________________________________________
            Attention:___________________________________
            Telephone:___________________________________
            Facsimile:___________________________________

The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

      Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar and,
if any Bearer Securities are outstanding, published in an Authorized Newspaper.
Failure to mail a notice or communication to a Securityholder of any Series or
any defect in it shall not affect its sufficiency with respect to other
Securityholders of that or any other Series.

      If a notice or communication is mailed or published in the manner provided
above, within the time prescribed, it is duly given, whether or not the
Securityholder receives it.

      If the Company mails a notice or communication to Securityholders, it
shall mail a copy to the Trustee and each Agent at the same time.

SECTION 10.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

      Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or
all Series. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

SECTION 10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

            (a) an Officers' Certificate stating that, in the opinion of the
      signers, all conditions precedent, if any, provided for in this Indenture
      relating to the proposed action have been complied with; and

            (b) an Opinion of Counsel stating that, in the opinion of such
      counsel, all such conditions precedent have been complied with.

SECTION 10.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

            (a) a statement that the person making such certificate or opinion
      has read such covenant or condition;

                                       34

<PAGE>

            (b) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (c) a statement that, in the opinion of such person, he has made
      such examination or investigation as is necessary to enable him to express
      an informed opinion as to whether or not such covenant or condition has
      been complied with; and

            (d) a statement as to whether or not, in the opinion of such person,
      such condition or covenant has been complied with.

SECTION 10.6 RULES BY TRUSTEE AND AGENTS.

      The Trustee may make reasonable rules for action by or a meeting of
Securityholders of one or more Series. Any Agent may make reasonable rules and
set reasonable requirements for its functions.

SECTION 10.7 LEGAL HOLIDAYS.

      Unless otherwise provided by Board Resolution, Officers' Certificate or
supplemental indenture hereto for a particular Series, a "Legal Holiday" is any
day that is not a Business Day. If a payment date is a Legal Holiday at a place
of payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

SECTION 10.8 NO RECOURSE AGAINST OTHERS.

      A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

SECTION 10.9 COUNTERPARTS.

      This Indenture may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

SECTION 10.10 GOVERNING LAWS.

      THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

SECTION 10.11 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

      This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 10.12 SUCCESSORS.

      All agreements of the Company in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

                                       35

<PAGE>

SECTION 10.13 SEVERABILITY.

      In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.14 TABLE OF CONTENTS, HEADINGS, ETC.

      The Table of Contents, Cross-Reference Table, and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

SECTION 10.15 SECURITIES IN A FOREIGN CURRENCY OR IN ECU.

      Unless otherwise specified in a Board Resolution, a supplemental indenture
hereto or an Officers' Certificate delivered pursuant to Section 2.2 of this
Indenture with respect to a particular Series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all Series or all
Series affected by a particular action at the time outstanding and, at such
time, there are outstanding Securities of any Series which are denominated in a
coin or currency other than Dollars (including ECUs), then the principal amount
of Securities of such Series which shall be deemed to be outstanding for the
purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.15, "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of
the European Union (or any successor thereto) as published in the Official
Journal of the European Union (such publication or any successor publication,
the "Journal"). If such Market Exchange Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York or, in the case of ECUs, the rate of exchange as published in the Journal,
as of the most recent available date, or quotations or, in the case of ECUs,
rates of exchange from one or more major banks in The City of New York or in the
country of issue of the currency in question or, in the case of ECUs, in
Luxembourg or such other quotations or, in the case of ECUs, rates of exchange
as the Trustee, upon consultation with the Company, shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series denominated in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.

      All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, to the extent permitted by law, be conclusive for all purposes and
irrevocably binding upon the Company and all Holders.

SECTION 10.16 JUDGMENT CURRENCY.

      The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Securities of any Series (the "Required
Currency") into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the day on which final

                                       36

<PAGE>
unappealable judgment is entered, unless such day is not a New York Banking Day,
then the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.

                                   ARTICLE 11.
                                  SINKING FUNDS

SECTION 11.1 APPLICABILITY OF ARTICLE.

      The provisions of this Article shall be applicable to any sinking fund for
the retirement of the Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.

      The minimum amount of any sinking fund payment provided for by the terms
of the Securities of any Series is herein referred to as a "mandatory sinking
fund payment" and any other amount provided for by the terms of Securities of
such Series is herein referred to as an "optional sinking fund payment." If
provided for by the terms of Securities of any Series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 11.2.
Each sinking fund payment shall be applied to the redemption of Securities of
any Series as provided for by the terms of the Securities of such Series.

SECTION 11.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

      The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any Series to be made pursuant to the
terms of such Securities (1) deliver outstanding Securities of such Series to
which such sinking fund payment is applicable (other than any of such Securities
previously called for mandatory sinking fund redemption) and (2) apply as credit
Securities of such Series to which such sinking fund payment is applicable and
which have been repurchased by the Company or redeemed either at the election of
the Company pursuant to the terms of such Series of Securities (except pursuant
to any mandatory sinking fund) or through the application of permitted optional
sinking fund payments or other optional redemptions pursuant to the terms of
such Securities, provided that such Securities have not been previously so
credited. Such Securities shall be received by the Trustee, together with an
Officers' Certificate with respect thereto, not later than 15 days prior to the
date on which the Trustee begins the process of selecting Securities for
redemption, and shall be credited for such purpose by the Trustee at the price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
If as a result of the delivery or credit of Securities in lieu of cash payments
pursuant to this Section 11.2, the principal amount of Securities of such Series
to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such Series for redemption,
except upon receipt of a Company Order that such action be taken, and such cash
payment shall be held

                                       37

<PAGE>

by the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall from
time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery
by the Company to the Trustee of Securities of that Series purchased by the
Company having an unpaid principal amount equal to the cash payment required to
be released to the Company.

SECTION 11.3 REDEMPTION OF SECURITIES FOR SINKING FUND.

      Not less than 45 days (unless otherwise indicated in the Board Resolution,
supplemental indenture or Officers' Certificate in respect of a particular
Series of Securities) prior to each sinking fund payment date for any Series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that Series pursuant to the terms of that Series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
Series pursuant to Section 11.2, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days (unless otherwise indicated in the Board Resolution, Officers' Certificate
or supplemental indenture in respect of a particular Series of Securities)
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.4, 3.5 and 3.6.

                  (Remainder of page intentionally left blank)

                                       38
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, all as of the day and year first above written.

Attest:  LEXICON GENETICS INCORPORATED
         By:______________________________________
         Name:
         Its:

Attest:  [TRUSTEE]
         By:______________________________________
         Name:
         Its:

                                       39

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>h21867exv5w1.txt
<DESCRIPTION>OPINION OF VINSON & ELKINS L.L.P.
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.1


(VINSON & ELKINS L.L.P. LOGO)                          VINSON & ELKINS L.L.P.
                                                       2300 FIRST CITY TOWER
                                                       1001 FANNIN STREET
                                                       HOUSTON, TEXAS 77002-6760
                                                       TELEPHONE (713) 758-2222
                                                       FAX (713) 758-2346
                                                       www.velaw.com


January 21, 2005


Lexicon Genetics Incorporated
8800 Technology Forest Place
The Woodlands, Texas 77381

Re: Registration Statement on Form S-3 of Lexicon Genetics Incorporated

Ladies and Gentlemen:

         We have acted as counsel to Lexicon Genetics Incorporated (the
"Company"), a Delaware corporation, with respect to certain legal matters in
connection with the Company's Registration Statement on Form S-3 (the
"Registration Statement") relating to the registration by the Company under the
Securities Act of 1933, as amended (the "Securities Act"), of (i) unsecured debt
securities of the Company, which may be either senior or subordinated and may be
issued in one or more series, consisting of notes, debentures or other evidences
of indebtedness (the "Debt Securities"), (ii) shares of preferred stock, par
value $0.01 per share, of the Company, in one or more series (the "Preferred
Stock"), (iii) shares of common stock, par value $0.001 per share, of the
Company (the "Common Stock"), (iv) warrants for the purchase of Common Stock or
Preferred Stock (the "Warrants") and (v) units comprised of one or more shares
of Common Stock, shares of Preferred Stock, Debt Securities and Warrants in any
combination (the "Units" and, together with the Warrants, the Debt Securities,
the Preferred Stock and the Common Stock, the "Securities"). The aggregate
initial offering prices of the Securities to be offered and sold by the Company
pursuant to the Registration Statement, to which this opinion is an exhibit,
will not exceed $150,000,000 or, if applicable, the equivalent thereof in any
other currency or currency unit. The Securities will be offered in amounts, at
prices and on terms to be determined in light of market conditions at the time
of sale and to be set forth in supplements (each a "Prospectus Supplement") to
the Prospectus contained in the Registration Statement.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Certificate of Incorporation and Bylaws of the
Company, each as amended to the date hereof, (ii) the Registration Statement,
(iii) the form of Indenture (the "Indenture"), (iv) resolutions of the board of
directors of the Company and (v) such other certificates, statutes and other
instruments and documents as we considered appropriate for purposes of the
opinions hereafter expressed. In addition, we reviewed such questions of law, as
we considered appropriate.

         In connection with rendering the opinions set forth below, we have
assumed that (i) all information contained in all documents reviewed by us is
true and correct, (ii) all signatures on all documents examined by us are
genuine, (iii) all documents submitted to us as originals are authentic and all
documents submitted to us as copies conform to the originals of those documents,
(iv) the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective, (v) a Prospectus
Supplement will have been prepared and filed with the Commission describing the
Securities offered thereby, (vi) all Securities will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
specified in the Registration Statement and the applicable Prospectus
Supplement, (vii) the Indenture relating to the Debt Securities and a warrant
agreement ("Warrant Agreement") relating to the Warrants will each be duly
authorized, executed and


              AUSTIN o BEIJING o DALLAS o HOUSTON o LONDON o MOSCOW
                    o NEW YORK o SINGAPORE o WASHINGTON, D.C.

<PAGE>
Page 2
January 21, 2005


delivered by the parties thereto, (viii) each person signing the Indenture and a
Warrant Agreement will have the legal capacity and authority to do so, (ix) at
the time of any offering or sale of any shares of Common Stock and/or Preferred
Stock, that the Company shall have such number of shares of Common Stock and/or
Preferred Stock, as set forth in such offering or sale, authorized or created
and available for issuance, (x) a definitive purchase, underwriting or similar
agreement with respect to any Securities offered will have been duly authorized
and validly executed and delivered by the Company and the other parties thereto,
and (xi) any Securities issuable upon conversion, exchange or exercise of any
Debt Securities or Preferred Stock being offered will have been duly authorized,
created and, if appropriate, reserved for issuance upon such conversion,
exchange or exercise.


         Based on the foregoing, and subject to the assumptions, qualifications,
limitations, and exceptions set forth herein, we are of the opinion that:

         1. When (a) the applicable Indenture relating either to senior Debt
            Securities or subordinated Debt Securities has been duly qualified
            under the Trust Indenture Act of 1939, as amended, (b) the board of
            directors of the Company (or a committee thereof) has taken all
            necessary corporate action to approve the issuance and terms of any
            such Debt Securities, (c) the terms of such Debt Securities and of
            their issuance and sale have been duly established in conformity
            with the applicable Indenture so as not to violate any applicable
            law or result in a default under or breach of any agreement or
            instrument binding upon the Company and so as to comply with any
            requirements or restrictions imposed by any court or governmental
            body having jurisdiction over the Company, (d) any shares of Common
            Stock issuable upon the conversion of such Debt Securities, if
            applicable, have been duly and validly authorized for issuance and
            (e) such Debt Securities have been duly executed and authenticated
            in accordance with the applicable Indenture and issued and sold as
            contemplated in the Registration Statement and upon payment of the
            consideration for such Debt Securities as provided for in the
            applicable definitive purchase, underwriting or similar agreement,
            such Debt Securities will be legally issued and such Debt Securities
            will constitute valid and legally binding obligations of the
            Company, enforceable against the Company in accordance with their
            terms, except as such enforcement is subject to any applicable
            bankruptcy, insolvency (including, without limitation, all laws
            relating to fraudulent transfers), reorganization, moratorium and
            similar laws relating to or affecting creditors' rights generally
            and to general equitable principles (regardless of whether
            enforcement is sought in a proceeding in equity or at law);

         2. With respect to shares of Common Stock, when (i) the board of
            directors of the Company has taken all necessary corporate action to
            approve the issuance and terms of the offering thereof and related
            matters; and (ii) certificates representing the shares of Common
            Stock have been duly executed, countersigned, registered and
            delivered either (A) in accordance with the applicable definitive
            purchase, underwriting or similar agreement approved by the board of
            directors of the Company, then upon payment of the consideration
            therefor (not less than the par value of the Common Stock) provided
            for therein; or (B) upon conversion, exchange or exercise of any
            other Security in accordance with the terms of the Security or the
            instrument governing the Security providing for the conversion,
            exchange or exercise as approved by the board of directors of the
            Company, for the consideration approved by the board of directors of
            the Company (not less than the par value of the Common Stock), such
            shares of Common Stock will be validly issued, fully paid and
            non-assessable.

<PAGE>
Page 3
January 21, 2005


         3. When (a) the terms of any Warrants and of their issuance and sale
            have been duly established in conformity with the applicable Warrant
            Agreement so as not to violate any applicable law or result in a
            default under or breach of any agreement or instrument binding upon
            the Company and so as to comply with any requirements or
            restrictions imposed by any court or governmental body having
            jurisdiction over the Company, and (b) the Warrants have been duly
            executed and authenticated in accordance with the applicable Warrant
            Agreement and issued and sold as contemplated in the Registration
            Statement, the Warrants will constitute valid and legally binding
            obligations of the Company, subject to bankruptcy, insolvency
            (including, without limitation, all laws relating to fraudulent
            transfers), reorganization, moratorium and similar laws relating to
            or affecting creditors' rights generally and to general equitable
            principles (regardless of whether enforcement is sought in a
            proceeding in equity or at law).

         With respect to our opinions expressed above, as they relate to Debt
Securities denominated in a currency other than U.S. dollars, we note that
effective enforcement of a foreign currency claim in the New York State courts
or the federal courts sitting in the State of New York may be limited by
requirements that the claim (or a foreign currency judgment in respect of such
claim) be converted to U.S. dollars at the rate of exchange prevailing on a
specified date. We express no opinion as to whether a federal court sitting in
the State of New York would award a judgment in a currency other than U.S.
dollars.

         We express no opinions concerning (a) the validity or enforceability of
any provisions contained in the Indenture that purport to waive or not give
effect to rights to notices, defenses, subrogation or other rights or benefits
that cannot be effectively waived under applicable law; or (b) the
enforceability of indemnification provisions to the extent they purport to
relate to liabilities resulting from or based upon negligence or any violation
of federal or state securities or blue sky laws.

         The foregoing opinions are limited to the laws of the State of New
York, the State of Texas, the General Corporation Laws of the State of Delaware
(including the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting these laws) and the federal laws of the
United States of America and we are expressing no opinion as to the effect of
the laws of any other jurisdiction, domestic or foreign.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act and the rules and
regulations thereunder.

                                             Very truly yours,

                                             /s/ Vinson & Elkins L.L.P.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>4
<FILENAME>h21867exv12w1.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 12.1

         STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                             NINE MONTHS
                                                ENDED                        FOR THE YEAR ENDED DECEMBER 31,
                                            SEPTEMBER 30,   -------------------------------------------------------------
                                                2004           2003          2002         2001        2000         1999
                                            -------------   ----------   -----------   ---------   ----------   ---------
<S>                                         <C>             <C>          <C>           <C>         <C>          <C>
EARNINGS (LOSS):
     Income (loss) from continuing
        operations                          $     (46,631)  $  (61,122)  $   (59,670)  $ (35,172)  $  (25,994)  $ (12,475)
     Add:
        Interest expense                            1,829          325             7         314          422         303
        Estimated interest factor in
           rental expense                           1,308        2,947         2,332         762        1,171         822
                                            -------------   ----------   -----------   ---------   ----------   ---------
        Total earnings (loss)               $     (43,494)    $(57,850)  $   (57,331)  $ (34,096)  $  (24,401)  $ (11,350)
                                            =============   ==========   ===========   =========   ==========   =========
FIXED CHARGES:
     Interest expense                       $       1,829   $      325   $         7   $     314   $      422   $     303
     Estimated interest factor in
        rental expense                              1,308        2,947         2,332         762        1,171         822
     Accretion on redeemable
        convertible preferred stock                     0            0             0           0          134         535
                                            -------------   ----------   -----------   ---------   ----------   ---------
        Total fixed charges                 $       3,137   $    3,272   $     2,339   $   1,076   $    1,727   $   1,660
                                            =============   ==========   ===========   =========   ==========   =========
DEFICIENCY OF EARNINGS TO COVER FIXED
  CHARGES:                                  $     (46,631)  $  (61,122)  $   (59,670)  $ (35,172)  $  (26,128)  $ (13,010)
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>h21867exv23w1.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

              CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Lexicon Genetics
Incorporated and to the incorporation by reference therein of our report dated
February 12, 2004, with respect to the consolidated financial statements of
Lexicon Genetics Incorporated included in its Annual Report (Form 10-K) for the
year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Houston, Texas
January 18, 2005

</TEXT>
</DOCUMENT>
</SUBMISSION>
