UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): May 11, 2005

                          Alnylam Pharmaceuticals, Inc.
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               (Exact name of registrant as specified in charter)


            Delaware                000-50743                77-0602661
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  (State or other jurisdiction     (Commission             (IRS Employer
        of incorporation)          File Number)          Identification No.)


             300 Third Street
              Cambridge, MA                           02142
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 (Address of principal executive offices)           (Zip Code)


       Registrant's telephone number, including area code: (617) 551-8200


                                 Not applicable
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          (Former name or former address, if changed since last report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
          
     |_|   Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
          
     |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
          
     |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

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






Item 2.02. Results of Operations and Financial Condition

     On May 11, 2005, Alnylam Pharmaceuticals, Inc. announced its financial
results for the quarter ended March 31, 2005. The full text of the press release
issued in connection with the announcement is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.

     The information in this Form 8-K (including Exhibit 99.1) shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.


Item 9.01. Financial Statements and Exhibits

     (c)     Exhibits

             The following exhibit relating to Item 2.02 shall be deemed to be
             furnished, and not filed:

             99.1    Press Release dated May 11, 2005.








                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



Date: May 11, 2005                     ALNYLAM PHARMACEUTICALS, INC.

                                       By: /s/ John M. Maraganore, Ph.D.
                                           ---------------------------------
                                           John M. Maraganore, Ph.D.
                                           President and Chief Executive Officer







                                  EXHIBIT INDEX


Exhibit No.                    Description
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99.1                           Press release dated May 11, 2005.