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

                                    FORM 10-Q

(MARK ONE)

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

         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                                       OR

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

         FOR THE TRANSITION PERIOD FROM _____________ TO _____________

                        COMMISSION FILE NUMBER: 000-30111

                          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)

                           4000 RESEARCH FOREST DRIVE
                           THE WOODLANDS, TEXAS 77381
                         (ADDRESS OF PRINCIPAL EXECUTIVE
                              OFFICES AND ZIP CODE)

                                 (281) 364-0100
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes __X__  No _____

       As of October 26, 2000, 48,117,925 shares of the registrant's common
stock, par value $0.001 per share, were outstanding.

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                          LEXICON GENETICS INCORPORATED

                                TABLE OF CONTENTS

                                                                                                     PAGE
                                                                                                     ----
                                                                                                  
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets - September 30, 2000 and December 31, 1999....................................3

         Statements of Operations - Three and Nine Months Ended September 30, 2000 and 1999...........4

         Statements of Cash Flows - Nine Months Ended September 30, 2000 and 1999.....................5

         Notes to Financial Statements................................................................6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations........................................................................8

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...................................14

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings............................................................................15

Item 2.  Changes in Securities and Use of Proceeds....................................................15

Item 6.  Exhibits and Reports on Form 8-K.............................................................16

SIGNATURES ...........................................................................................17

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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                          Lexicon Genetics Incorporated
                                 Balance Sheets

                                 Assets
                                                                                    As of              As of
                                                                                 September 30,     December 31,
                                                                                    2000               1999
                                                                                 -------------     ------------
                                                                                 (unaudited)
                                                                                             
Current assets:
  Cash and cash equivalents  ..................................................   $ 23,941,651     $  2,025,585
  Marketable securities .......................................................    182,380,882        7,130,848
  Accounts receivable .........................................................      2,363,648        3,391,648
  Prepaid expenses and other ..................................................         49,401           76,257
                                                                                  ------------     ------------
    Total current assets ......................................................    208,735,582       12,624,338

Property, plant and equipment .................................................     16,641,569       12,476,021
Accumulated depreciation ......................................................     (4,941,844)      (3,087,397)
                                                                                  ------------     ------------
                                                                                    11,699,725        9,388,624
Other assets, net .............................................................        675,732          281,605
                                                                                  ------------     ------------
    Total assets ..............................................................   $221,111,039     $ 22,294,567
                                                                                  ============     ============

      Liabilities, Redeemable Convertible Series A Preferred Stock, and
                       Stockholders' Equity (Deficit)

Current liabilities:
  Accounts payable and accrued liabilities ....................................   $  2,328,395     $  1,192,276
  Current portion of related party note payable ...............................             --          200,004
  Current portion of long-term debt ...........................................        874,119          874,174
  Current portion of capital lease obligations ................................             --          127,119
  Deferred revenue ............................................................      3,506,339        8,209,574
                                                                                  ------------     ------------
    Total current liabilities .................................................      6,708,853       10,603,147
Capital lease obligations, net of current portion .............................             --            6,279
Related party note payable, net of current portion  ...........................             --          716,663
Long-term debt, net of current portion  .......................................      2,209,705        2,854,365
                                                                                  ------------     ------------
    Total liabilities .........................................................      8,918,558       14,180,454
Commitments and contingencies
Redeemable convertible Series A preferred stock, $.01 par value,
   10,000,000 shares authorized, none and 4,244,664 shares issued
   and outstanding, respectively ..............................................             --       30,050,236
Stockholders' equity (deficit):
  Common stock, $.001 par value, 120,000,000 shares
    authorized, 47,937,974 and 24,540,201 shares issued and
    outstanding, respectively .................................................         47,938           24,540
  Additional paid-in capital ..................................................    295,999,945        7,863,392
  Deferred stock compensation .................................................    (36,472,086)        (915,422)
  Accumulated deficit .........................................................    (47,383,316)     (28,908,633)
                                                                                  ------------     ------------
    Total stockholders' equity (deficit) ......................................    212,192,481      (21,936,123)
                                                                                  ------------     ------------
    Total liabilities and stockholders' equity (deficit) ......................   $221,111,039     $ 22,294,567
                                                                                  ============     ============

   The accompanying notes are an integral part of these financial statements.

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                          Lexicon Genetics Incorporated
                            Statements of Operations
                                   (unaudited)

                                                                For the Three Months                   For the Nine Months
                                                                Ended September 30,                    Ended September 30,
                                                            -----------------------------        ------------------------------
                                                               2000              1999                2000              1999
                                                            -----------       -----------        ------------       -----------
                                                                                                        
Revenues:
  Subscription and technology license fees .............    $   435,419       $   224,823        $  2,493,471       $   761,126
  Collaborative research ...............................      5,117,862           432,248           8,751,919         1,469,565
  Reagents .............................................         60,879            52,241             191,718           177,050
  Grants ...............................................             --                --              98,581           190,024
                                                            -----------       -----------        ------------       -----------
    Total revenues .....................................      5,614,160           709,312          11,535,689         2,597,765
Operating expenses:
  Research and development .............................      5,521,112         3,897,399          13,218,863        10,543,909
  General and administrative ...........................      1,934,284           681,524           4,761,350         2,227,097
  Stock based compensation .............................      3,049,299                --          18,191,912                --
                                                            -----------       -----------        ------------       -----------
    Total operating expenses ...........................     10,504,695         4,578,923          36,172,125        12,771,006
                                                            -----------       -----------        ------------       -----------
Loss from operations ...................................     (4,890,535)       (3,869,611)        (24,636,436)      (10,173,241)
Interest income ........................................      3,450,352           159,830           6,500,510           531,491
Interest expense .......................................         99,697           120,139             338,757           181,097
                                                            -----------       -----------        ------------       -----------
Net loss ...............................................    $(1,539,880)      $(3,829,920)       $(18,474,683)      $(9,822,847)
                                                            ===========       ===========        ============       ===========
Net loss per common share, basic and diluted ...........    $     (0.03)      $     (0.10)       $      (0.42)      $     (0.26)
                                                            ===========       ===========        ============       ===========
Shares used in computing net loss per common
  share, basic and diluted  ............................     47,780,441        37,238,440          43,988,414        37,237,483

   The accompanying notes are an integral part of these financial statements.

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                       Lexicon Genetics Incorporated
                          Statements of Cash Flows
                                (unaudited)

                                                                                      For the Nine Months Ended September 30,
                                                                                      ---------------------------------------
                                                                                             2000                1999
                                                                                      ------------------   -----------------
                                                                                                       
Cash flows from operating activities:
  Net loss............................................................................. $ (18,474,683)       $ (9,822,847)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation.......................................................................     1,854,447           1,364,161
    Amortization of deferred stock compensation........................................    18,191,912                  --
    Changes in operating assets and liabilities:
      Decrease in accounts receivable..................................................     1,028,000             633,226
      (Increase) decrease in prepaid expenses..........................................        26,856             (77,577)
      (Increase) decrease in other assets..............................................      (394,127)             50,474
      Increase (decrease) in accounts payable and accrued liabilities..................     1,136,119            (273,792)
      Decrease in deferred revenue.....................................................    (4,703,235)           (485,209)
                                                                                        -------------        ------------
        Net cash used in operating activities..........................................    (1,334,711)         (8,611,564)

Cash flows from investing activities:
  Purchases of property and equipment..................................................    (4,165,548)         (3,838,969)
  Purchase of marketable securities....................................................  (305,533,921)         (8,929,552)
  Maturities of marketable securities..................................................   130,283,887          16,400,158
                                                                                        -------------        ------------
        Net cash provided by (used in) investing activities............................  (179,415,582)          3,631,637

Cash flows from financing activities:
  Principal payments of capital lease obligations......................................      (133,398)           (150,324)
  Proceeds from issuance of common stock...............................................   204,023,639                  --
  Proceeds from debt borrowings........................................................            --           3,568,446
  Repayment of debt borrowings.........................................................    (1,223,882)           (246,687)
                                                                                        -------------        ------------
        Net cash provided by financing activities......................................   202,666,359           3,171,435
                                                                                        -------------        ------------
Net increase (decrease) in cash and cash equivalents...................................    21,916,066          (1,808,492)
Cash and cash equivalents at beginning of period ......................................     2,025,585           3,022,201
                                                                                        -------------        ------------
Cash and cash equivalents at end of period ............................................ $  23,941,651        $  1,213,709
                                                                                        =============        ============
Supplemental disclosure of cash flow information:
  Cash paid for interest............................................................... $     338,757        $    181,097
                                                                                        =============        ============
Supplemental disclosure of non-cash financing activities:
  Conversion of redeemable convertible preferred stock into common stock............... $  30,184,090        $         --
                                                                                        =============        ============
  Conversion of related party note payable into common stock........................... $     337,500        $         --
                                                                                        =============        ============

The accompanying notes are an integral part of these financial statements.

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                          LEXICON GENETICS INCORPORATED

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

         The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission (SEC). Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

         In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the three-month and nine-month periods ended
September 30, 2000 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2000.

         For further information, refer to the financial statements and
footnotes thereto for the year ended December 31, 1999 included in Lexicon's
Registration Statement on Form S-1 (Registration No. 333-96469) as filed with
the SEC and the prospectus dated April 7, 2000 included therein.

2.       NET LOSS PER SHARE

         Net loss per share is computed using the weighted average number of
shares of common stock outstanding during the applicable period. Shares
associated with stock options and warrants are not included because they are
antidilutive. There are no differences between basic and diluted net loss per
share for all periods presented.

3.       DEFERRED STOCK COMPENSATION

         During January and February 2000, Lexicon issued options to purchase an
aggregate of 3,495,900 shares of common stock to certain employees and
consultants. Lexicon recorded deferred compensation totaling approximately $60.5
million for options granted in the first quarter of 2000. Deferred stock
compensation and related amortization represents the difference between the
exercise price of stock options and the fair value of Lexicon's common stock at
the date of grant. Deferred stock compensation is amortized over the vesting
periods of the individual stock options for which it was recorded. During the
three months ended September 30, 2000, Lexicon reversed $6.7 million of deferred
compensation and additional paid-in capital for unamortized deferred
compensation related to the forfeiture of unvested options by terminated
employees and consultants. For the nine months ended September 30, 2000, Lexicon
amortized $18.2 million of deferred stock compensation. If vesting continues in
accordance with the outstanding individual stock options, Lexicon expects to
record amortization expense for deferred stock compensation as follows: $2.7
million during the last three months of 2000, $11.0 million during 2001, $11.0
million during 2002, $10.9 million during 2003 and $0.9 million during 2004. The
amount of stock based compensation expense to be recorded in future periods may
decrease if unvested options for which deferred stock compensation expense has
been recorded are subsequently canceled or forfeited.

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4.       INITIAL PUBLIC OFFERING AND CONVERSION OF PREFERRED STOCK

         In April 2000, Lexicon completed an initial public offering of
10,000,000 newly-issued shares of its common stock at a price of $22.00 per
share. Lexicon received $203.2 million in cash, net of underwriting discounts,
commissions and other offering costs.

         Simultaneously with the closing of the initial public offering, the
4,244,664 shares of Redeemable Convertible Series A Preferred Stock then
outstanding were automatically converted into 12,733,992 shares of common stock.

5.       COLLABORATION AND LICENSE AGREEMENTS

         In September 2000, Lexicon entered into an agreement with Bristol-Myers
Squibb Company, under which Bristol-Myers Squibb will have access to Lexicon's
LexVision(TM) program and OmniBank(R) database and library, and Lexicon
concluded its 1997 agreement with the Merck Genome Research Institute, or MGRI.
In connection with the conclusion of the MGRI agreement, Lexicon recognized $3.1
million of deferred revenues remaining from the $4.0 million cash payment made
by MGRI when the agreement was signed and an additional $1.0 million of revenue
related to a final, non-refundable cash payment that Lexicon received from MGRI.
Lexicon has not yet recognized any revenues under the September 2000 LexVision
agreement with Bristol-Myers Squibb.

6.       SUBSEQUENT EVENT

         In October 2000, Lexicon entered into a synthetic lease agreement under
which the lessor purchased Lexicon's current laboratory and office space and
vivarium and agreed to fund the construction of additional laboratory and
office space and a second vivarium. Including the purchase price for
Lexicon's existing facilities, the synthetic lease provides for funding of up to
$45.0 million in property and improvements. The term of the agreement is six
years, which includes the construction period and a lease period. Lease payments
for Lexicon's existing facilities are approximately $1.5 million per year. Lease
payments for the new facilities will begin upon completion of construction,
which is expected in the fourth quarter of 2001. When the new facilities are
completed, Lexicon's total lease payments for the existing facilities and the
new facilities are expected to be $3.2 million per year. At the end of the lease
term, the lease may be extended for one-year terms, up to seven additional
terms, or Lexicon may purchase the properties for a price including the
outstanding lease balance. If Lexicon elects not to renew the lease or purchase
the properties, Lexicon must arrange the sale of the properties to a third
party. Under the sale option, Lexicon has guaranteed a percentage of the total
original cost as the residual fair value of the properties.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW

         We are defining the functions of genes for drug discovery using mice
whose DNA has been altered to disrupt, or "knock out," the function of the
altered gene. Our proprietary gene trapping and gene targeting technologies
enable us to rapidly generate these knockout mice by altering the DNA of genes
in a special variety of mouse cells, called embryonic stem (ES) cells, which can
be cloned and used to generate mice with the altered gene. We employ an
integrated platform of advanced medical technologies to systematically analyze
the functions and pharmaceutical relevance of the genes we have knocked out. Our
LexVision(TM) program captures the information resulting from this analysis for
our use, and use by our collaborators, to discover pharmaceutical products based
on genomics - the study of genes and their function.

         We derive substantially all of our revenues from subscriptions to our
databases and functional genomics collaborations for the development and
analysis of knockout mice. To date, we have generated a substantial portion of
our revenues from a limited number of sources.

         Since our inception, we have incurred significant losses and, as of
September 30, 2000, we had an accumulated deficit of $47.4 million. Our losses
have resulted principally from costs incurred in research and development,
general and administrative costs associated with our operations, and non-cash
stock based compensation expenses associated with stock options granted to
employees and consultants prior to our April 2000 initial public offering.
Research and development expenses consist primarily of salaries and related
personnel costs, material costs, legal expenses resulting from intellectual
property prosecution and other expenses related to our LexVision program, the
generation of our human gene sequence databases and our OmniBank(R) database and
mouse clone library, the development and analysis of knockout mice and our other
functional genomics research efforts. We expense our research and development
costs as they are incurred. General and administrative expenses consist
primarily of salaries and related expenses for executive, finance and other
administrative personnel, professional fees and other corporate expenses
including business development and general legal activities. Deferred stock
compensation and related amortization represents the difference between the
exercise price of stock options issued prior to our April 2000 initial public
offering and the fair value of our common stock at the date of grant. Deferred
stock compensation is amortized over the vesting periods of the individual stock
options for which it was recorded. The amount of stock based compensation
expense to be recorded in future periods may decrease if unvested options for
which deferred stock compensation expense has been recorded are subsequently
canceled or forfeited. In connection with the expansion of our LexVision
program, our human gene sequence databases, our OmniBank database and library
and our functional genomics research efforts, we expect to incur increasing
research and development and general and administrative costs. As a result, we
will need to generate significantly higher revenues to achieve profitability.

         Our quarterly operating results will depend upon many factors,
including our success in establishing new database subscription and research
contracts with collaborators, expirations of such contracts, the success rate of
our discovery efforts leading to milestones and royalties, the timing and
willingness of collaborators to commercialize products which may result in
royalties, and general and industry-specific economic conditions which may
affect research and development expenditures. As a consequence, our quarterly
operating results have fluctuated in the past and are likely to do so in the
future.

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RESULTS OF OPERATIONS

Three Months Ended September 30, 1999 and 2000

         Revenues. Total revenues increased 691% to $5.6 million in the three
months ended September 30, 2000 from $709,000 in the corresponding period in
1999. Of the $4.9 million increase, $211,000 was derived from increased database
subscription and technology license fees and $4.7 million was derived from
increased revenues from functional genomics collaborations for the development
and analysis of knockout mice.

         In September 2000, we entered into an agreement with Bristol-Myers
Squibb Company, under which Bristol-Myers Squibb will have access to our
LexVision program and OmniBank database and library, and we concluded our 1997
agreement with the Merck Genome Research Institute, or MGRI. In October 2000, we
entered into a functional genomics agreement with Tularik Inc. and a separate
sublicense agreement with Bristol-Myers Squibb. In connection with the
conclusion of the MGRI agreement, we recognized $3.1 million of deferred
revenues remaining from the $4.0 million cash payment made to us by MGRI when
the agreement was signed and an additional $1.0 million of revenue related to a
final, non-refundable cash payment that we received from MGRI. As a result of
these arrangements with MGRI, our revenues for the third quarter of 2000 are
substantially greater than our revenues in prior quarters, and are likely to be
significantly greater than our revenues for the fourth quarter of 2000. We have
not yet recognized any revenues under our September 2000 LexVision agreement
with Bristol-Myers Squibb or our October 2000 agreements with Tularik and
Bristol-Myers Squibb. As a result of these and other factors, our quarterly
operating results have fluctuated in the past and are likely to do so in the
future, and we believe that quarter-to-quarter comparisons of our operating
results are not a good indication of our future performance.

         Research and Development Expenses. Research and development expenses
increased 42% to $5.5 million in the three months ended September 30, 2000 from
$3.9 million in the corresponding period in 1999. The increase of $1.6 million
was attributable to continued growth of research and development activities,
primarily related to increased personnel costs to support the expansion of our
LexVision program, the generation of our human gene sequence databases and our
OmniBank database and library, the development and analysis of knockout mice and
our other functional genomics research efforts.

         General and Administrative Expenses. General and administrative
expenses increased 184% to $1.9 million in the three months ended September 30,
2000 from $682,000 in the corresponding period in 1999. The increase of $1.3
million was due primarily to additional personnel costs for business development
and finance and administration, as well as expenses associated with our patent
infringement litigation against Deltagen, Inc.

         Stock Based Compensation Expense. For the three months ended September
30, 2000, we amortized $3.0 million of deferred compensation related to options
granted to employees and certain consultants. We did not record any stock based
compensation expense in the corresponding period in 1999.

         Interest Income and Interest Expense. Interest income increased to $3.5
million in the three months ended September 30, 2000 from $160,000 in the
corresponding period in 1999. This increase resulted from an increased cash and
investment balance as a result of our initial public offering. Interest expense
decreased 17% to $100,000 in the three months ended September 30, 2000 from
$120,000 in the corresponding period in 1999.

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         Net Loss and Net Loss Per Common Share. Net loss decreased to $1.5
million in the three months ended September 30, 2000 from $3.8 million in the
corresponding period in 1999. Net loss per share decreased to $0.03 in the three
months ended September 30, 2000 from $0.10 in the corresponding period in 1999.
The net loss for the three months ended September 30, 2000, was primarily
attributable to stock based compensation expense. Excluding stock based
compensation expense, we would have had net income and net income per share of
$1.5 million and $0.03, respectively, for the three months ended September 30,
2000.

Nine Months Ended September 30, 1999 and 2000

         Revenues. Total revenues increased 344% to $11.5 million in the nine
months ended September 30, 2000 from $2.6 million in the corresponding period in
1999. Of the $8.9 million increase, $1.7 million was derived from increased
database subscription and technology license fees and $7.3 million was derived
from increased revenues from functional genomics collaborations for the
development and analysis of knockout mice. The $7.3 million increase includes
$4.1 million related to the conclusion of our 1997 agreement with MGRI.

         Research and Development Expenses. Research and development expenses
increased 25% to $13.2 million in the nine months ended September 30, 2000 from
$10.5 million in the corresponding period in 1999. The increase of $2.7 million
was attributable to continued growth of research and development activities,
primarily related to increased personnel costs to support the expansion of our
LexVision program, the generation of our human gene sequence databases and our
OmniBank database and library, the development and analysis of knockout mice and
our other functional genomics research efforts.

         General and Administrative Expenses. General and administrative
expenses increased 114% to $4.8 million in the nine months ended September 30,
2000 from $2.2 million in the corresponding period in 1999. The increase of $2.5
million was due primarily to additional personnel costs for business development
and finance and administration, as well as expenses associated with our patent
infringement litigation against Deltagen, Inc.

         Stock Based Compensation Expense. For the nine months ended September
30, 2000, we amortized $18.2 million of deferred compensation related to options
granted to employees and certain consultants. We did not record any stock based
compensation expense in the corresponding period in 1999.

         Interest Income and Interest Expense. Interest income increased to $6.5
million in the nine months ended September 30, 2000 from $531,000 in the
corresponding period in 1999. This increase resulted from an increased cash and
investment balance as a result of our initial public offering. Interest expense
increased 87% to $339,000 in the nine months ended September 30, 2000 from
$181,000 in the corresponding period in 1999. This increase resulted from higher
average debt obligation balances in the nine months ended September 30, 2000 as
compared to the corresponding period in 1999.

         Net Loss and Net Loss Per Common Share. Net loss increased to $18.5
million in the nine months ended September 30, 2000 from $9.8 million in the
corresponding period in 1999. Net loss per share increased to $0.42 in the nine
months ended September 30, 2000 from $0.26 in the corresponding period in 1999.
These increases resulted primarily from an $18.2 million charge for stock based
compensation in the nine months ended September 30, 2000. Excluding the stock
based compensation expense, our net loss and the net loss per share would have
been $283,000 and $0.01, respectively, for the nine months ended September 30,
2000.

                                       10
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LIQUIDITY AND CAPITAL RESOURCES

         We have financed our operations from inception primarily through sales
of common and preferred stock, contract and milestone payments to us under our
database subscription and collaboration agreements and equipment financing
arrangements. As of September 30, 2000, we had received net proceeds of $241.0
million from issuances of common and preferred stock, including $203.2 million
of net proceeds from the initial public offering of our common stock in April
2000. In addition, from our inception through September 30, 2000, we received
$21.0 million in cash payments from database subscription and technology license
fees, functional genomics collaborations for the development and analysis of
knockout mice, sales of reagents and government grants, of which $19.8 million
had been recognized as revenues through September 30, 2000.

         As of September 30, 2000, we had $206.3 million in cash, cash
equivalents and marketable securities, as compared to $9.2 million as of
December 31, 1999. We used $1.3 million in operations in the nine months ended
September 30, 2000. This consisted of the net loss for the period of $18.5
million offset by non-cash charges of $18.2 million related to compensation
expense and $1.9 million related to depreciation expense offset partially by a
net decrease in other working capital accounts of $2.9 million. We used $179.4
million in investing activities for the nine months ended September 30, 2000,
principally as a result of the net purchase of marketable securities with the
net proceeds of our initial public offering in April 2000, and purchases of
property and equipment.

         In June 1999, we entered into a $5.0 million financing arrangement for
the purchase of property and equipment which is secured by the equipment
financed. As of September 30, 2000, we had drawn down approximately $4.2 million
and had $832,000 remaining available under this arrangement. As of September 30,
2000, $3.1 million of the borrowings remained outstanding under this
arrangement. This facility accrues interest at a weighted-average rate of
approximately 11.7% and is due in monthly installments through 2003. This debt
may be retired through payment at the end of the second quarter of 2001.

         In October 2000, we entered into a synthetic lease agreement under
which the lessor purchased our current laboratory and office space and vivarium
and agreed to fund the construction of additional laboratory and office space
and a second vivarium. Including the purchase price for our existing facilities,
the synthetic lease provides for funding of up to $45.0 million in property and
improvements. The term of the agreement is six years, which includes the
construction period and a lease period. Lease payments for our existing
facilities are approximately $1.5 million per year. Lease payments for the new
facilities will begin upon completion of construction, which is expected in the
fourth quarter of 2001. When the new facilities are completed, our total lease
payments for our existing facilities and the new facilities are expected to be
$3.2 million per year. At the end of the lease term, the lease may be extended
for one-year terms, up to seven additional terms, or we may purchase the
properties for a price including the outstanding lease balance. If we elect not
to renew the lease or purchase the properties, we must arrange the sale of the
properties to a third party. Under the sale option, we have guaranteed a
percentage of the total original cost as the residual fair value of the
properties.

         Our capital requirements depend on numerous factors, including our
ability to obtain database subscription and collaboration agreements, the amount
and timing of payments under such agreements, the level and timing of our
research and development expenditures, market acceptance of our products, the
resources we devote to developing and supporting our products and other factors.
We expect to devote substantial capital resources to continue our research and
development efforts, to expand our support and product development activities,
and for other general corporate activities. We believe that our current cash
balances, together with the net proceeds of our April 2000 initial public
offering and revenues to be derived from subscriptions to our databases,
functional genomics collaborations for the research,

                                       11
   12

development and analysis of knockout mice, will be sufficient to fund our
operations for at least the next several years. During or after this period, if
cash generated by operations is insufficient to satisfy our liquidity
requirements, we may need to sell additional equity or debt securities or obtain
additional credit arrangements. Additional financing may not be available on
terms acceptable to us or at all. The sale of additional equity or convertible
debt securities may result in additional dilution to our stockholders.

IMPACT OF INFLATION

         The effect of inflation and changing prices on our operations was not
significant during the periods presented.

DISCLOSURE ABOUT MARKET RISK

         Our exposure to market risk is confined to our cash and cash
equivalents which have maturities of less than three months. We maintain an
investment portfolio which consists of U.S. Government debt obligations and
investment grade commercial paper that mature one to twelve months after
September 30, 2000, which we believe are subject to limited credit risk. We
currently do not hedge interest rate exposure. Because of the short-term
maturities of our investments, we do not believe that an increase in market
rates would have any negative impact on the realized value of our investment
portfolio.

         We have operated primarily in the United States and all sales to date
have been made in U.S. dollars. Accordingly, we have not had any material
exposure to foreign currency rate fluctuations.

FACTORS AFFECTING FORWARD LOOKING STATEMENTS

         This Quarterly Report on Form 10-Q contains certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1993, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
words "anticipate," "believe," "expect," "estimate," "project" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, including the following:

Risks Related to Our Business

     o    we have a history of net losses, and we expect to continue to incur
          net losses and may not achieve or maintain profitability

     o    we are an early-stage company with an unproven business strategy

     o    we face substantial competition in the discovery of the DNA sequences
          of genes and their functions and in our drug discovery and product
          development efforts

     o    we rely heavily on collaborators to develop and commercialize products
          based on genes that we identify as promising candidates for
          development as drug targets

     o    any cancellation by or conflicts with our collaborators could harm our
          business

     o    we have no experience in developing and commercializing products on
          our own

     o    we may engage in future acquisitions, which could be expensive and
          time consuming, and from which we may not realize the intended
          benefits

                                       12
   13

     o    if we lose our key personnel or are unable to attract and retain
          additional personnel, we may be unable to pursue collaborations or
          develop our own products

     o    we may encounter difficulties in managing our growth, which could
          increase our losses

     o    because our entire OmniBank mouse clone library is located at a single
          facility, the occurrence of a disaster could significantly disrupt our
          business

     o    we can provide no assurance that we will prevail in our claims against
          Deltagen, Inc. or that, if we prevail, any damages or equitable
          remedies awarded will be commercially valuable

     o    we may need additional capital in the future and, if it is not
          available, we will have to curtail or cease operations

Risks Related to Our Industry

     o    our ability to patent our discoveries is uncertain because patent laws
          and their interpretation are highly uncertain and subject to change

     o    our patent applications may not result in enforceable patent rights

     o    if other companies and institutions obtain patents claiming the
          functional uses of genes and gene products based upon gene sequence
          information and predictions of gene function, we may be unable to
          obtain patents for our discoveries of biological function in knockout
          mice

     o    if our potential products conflict with patents that competitors,
          universities or others have obtained, then we may be unable to
          commercialize those products

     o    issued patents may not fully protect our discoveries, and our
          competitors may be able to commercialize products similar to those
          covered by our issued patents

     o    our rights to the use of technologies licensed by third parties are
          not within our control

     o    we may be unable to protect our trade secrets

     o    we may become subject to regulation under the Animal Welfare Act,
          which could subject us to additional costs and permit requirements

     o    we and our collaborators are subject to extensive and uncertain
          government regulatory requirements, which could increase our operating
          costs or adversely affect our ability to obtain government approval of
          products based on genes that we identify in a timely manner or at all

     o    security risks in electronic commerce or unfavorable internet
          regulation may deter future use of our products and services

     o    we use hazardous chemicals and radioactive and biological materials in
          our business; any disputes relating to improper handling, storage or
          disposal of these materials could be time consuming and costly

                                       13
   14

     o    we may be sued for product liability

     o    public perception of ethical and social issues may limit or discourage
          the use of our technologies, which could reduce our revenues

Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, our actual results may vary materially
from those anticipated, believed, expected, estimated or projected. For
additional discussion of these risks, uncertainties and assumptions, see "Risk
Factors" included in the our initial public offering prospectus dated April 7,
2000 and contained in our Registration Statement on Form S-1 (Registration No.
333-96469) filed under the Securities Act of 1933, as amended.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         See "Disclosure about Market Risk" under "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations for
quantitative and qualitative disclosures about market risk.

                                       14
   15

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

       On May 24, 2000, we filed a complaint against Deltagen, Inc. in U.S.
District Court for the District of Delaware alleging that Deltagen is willfully
infringing the claims of United States Patent No. 5,789,215, under which we hold
an exclusive license from GenPharm International, Inc. This patent covers
methods of engineering the animal genome, including methods for the production
of knockout mice by homologous recombination, using isogenic DNA technology. In
the complaint, we are seeking unspecified damages from Deltagen, as well as
injunctive relief. Deltagen has counterclaimed for a declaratory judgment that
the patent is invalid, unenforceable and is not infringed by Deltagen.

       On October 13, 2000, we filed a second complaint against Deltagen, Inc.
in U.S. District Court for the Northern District of California alleging that
Deltagen is willfully infringing the claims of United States Patents Nos.
5,464,764, 5,487,992, 5,627,059, and 5,631,153, under which also we hold
exclusive licenses from GenPharm International. These patents cover methods and
vectors for using positive-negative selection for producing gene targeted, or
"knockout," cells and animals, including the production of knockout mice by
homologous recombination. In the complaint, we are seeking unspecified damages
from Deltagen, as well as injunctive relief.

         While we believe that our complaints against Deltagen are meritorious,
we can provide no assurance that we will prevail in our claims against Deltagen
or that, if we prevail, any damages or equitable remedies awarded will be
commercially valuable. Furthermore, we are likely to incur substantial costs and
expend substantial personnel time in pursuing our claims against Deltagen.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         The effective date of the Registration Statement on Form S-1
(Registration No. 333-96469) filed under the Securities Act of 1933, as amended,
relating to the initial public offering of our common stock was April 6, 2000.
On the same date, we signed an underwriting agreement with J.P. Morgan
Securities, Inc., Credit Suisse First Boston Corporation, CIBC World Markets
Corp. and Punk, Ziegel & Company, L.P., the managing underwriters for the
initial public offering and the representatives of the underwriters named in the
underwriting agreement, for the initial public offering of 10,000,000 shares of
our common stock at an initial public offering price of $22.00 per share. The
offering commenced on April 7, 2000 and was closed on April 12, 2000. The
initial public offering resulted in gross proceeds of $220.0 million. We
received net proceeds of $203.2 million after deducting underwriting discounts
of $15.4 million and estimated offering expenses of $1.4 million.

         Concurrently with the closing of the initial public offering, the
4,244,664 outstanding shares of our Series A Preferred Stock were automatically
converted into 12,733,992 shares of common stock. As a result, we no longer have
any outstanding preferred stock.

         From the time of receipt through September 30, 2000, the net proceeds
of our initial public offering were applied toward:

    o   purchases and installation of equipment and build-out
        of facilities:                                                $3,715,000
    o   repayment of indebtedness:                                   $ 1,382,000
    o   working capital:                                             $ 2,155,000
    o   short-term investments in U.S. Government debt
        obligations and investment grade commercial paper:         $ 195,948,000

                                       15
   16

         Except for the repayment of $917,000 of indebtedness to a director in
the second quarter of 2000, we have made no payments to our directors or
officers or their associates, holders of 10% or more of any class of our equity
securities or to our affiliates, other than payments to officers for salaries in
the ordinary course of business.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits

                    
     Exhibit No.                    Description
     -----------                    ------------
        +10.1     --   LexVision(TM) Database and Collaboration Agreement, dated
                       September 26, 2000, between Lexicon Genetics Incorporated
                       and Bristol-Myers Squibb Company (filed as Exhibit 10.1
                       to the company's Current Report on Form 8-K dated
                       September 26, 2000 and incorporated by +10.1 reference
                       herein).

         27.1     --   Financial Data Schedule.

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

+ Confidential treatment has been requested for a portion of this exhibit. The
confidential portions of this exhibit have been omitted and filed separately
with the Securities and Exchange Commission.

    (b)  Reports on Form 8-K:

         On October 10, 2000, we filed a Current Report on Form 8-K dated
September 26, 2000 relating to the establishment of our LexVision(TM) Database
and Collaboration Agreement with Bristol-Myers Squibb Company.

                                       16

   17

                                   Signatures

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

                                       Lexicon Genetics Incorporated

Date:   November 2, 2000               By:      /s/ ARTHUR T. SANDS
                                          --------------------------------------
                                          Arthur T. Sands, M.D., Ph.D.
                                          President and Chief Executive Officer

Date:   November 2, 2000               By:      /s/ JULIA P. GREGORY
                                          --------------------------------------
                                          Julia P. Gregory
                                          Executive Vice President and
                                          Chief Financial Officer

                                       17
   18

                                INDEX TO EXHIBITS

                    
     Exhibit No.                    Description
     -----------                    ------------
        +10.1     --   LexVision(TM) Database and Collaboration Agreement, dated
                       September 26, 2000, between Lexicon Genetics Incorporated
                       and Bristol-Myers Squibb Company (filed as Exhibit 10.1
                       to the company's Current Report on Form 8-K dated
                       September 26, 2000 and incorporated by +10.1 reference
                       herein).

         27.1     --   Financial Data Schedule.

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

+ Confidential treatment has been requested for a portion of this exhibit. The
confidential portions of this exhibit have been omitted and filed separately
with the Securities and Exchange Commission.

                                       18

  

 5
 1

                   9-MOS
                          DEC-31-2000
                             JAN-01-2000
                               SEP-30-2000
                                      23,941,651
                               182,380,882
                                2,363,648
                                         0
                                          0
                           208,735,582
                                      16,641,569
                             (4,941,844)
                             221,111,039
                        6,708,853
                                              0
                                0
                                          0
                                        47,938
                                 212,144,543
               221,111,039
                                              0
                            11,535,689
                                                0
                               36,172,125
                                     0
                                     0
                             338,757
                           (18,474,683)
                                         0
                       (18,474,683)
                                       0
                                      0
                                            0
                              (18,474,683)
                                     (0.42)
                                   (0.42)