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):
                                 August 31, 2004

                               TRANSGENOMIC, INC.
                               ------------------
             (Exact name of registrant as specified in its charter)

       Delaware                       000-30975                 911789357
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(State of Incorporation)      (Commission File Number)        (IRS Employer
                                                          Identification Number)

         12325 Emmet Street, Omaha, Nebraska                       68164
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       (Address of principal executive offices)                 (Zip Code)

                                 (402) 452-5400
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              (Registrant's telephone number, including area code)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]   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 1.01. Entry into a Material Definitive Agreement.

      On August 31, 2004, the Registrant and Laurus Master Fund, Ltd. ("Laurus")
amended the  Security  Agreement  ("Security  Agreement"),  Secured  Convertible
Minimum  Borrowing  Note  ("Minimum  Borrowing  Note"),  Secured  Revolving Note
("Revolving Note") and Registration Rights Agreement originally executed by such
parties on December 3, 2003 (collectively,  the "Revolving Line of Credit"),  as
well as the Waiver  Letter dated  February 20, 2004 made by Laurus and agreed to
by Registrant in connection  with the Revolving Line of Credit.  Pursuant to the
amendment, the Fixed Conversion Price set forth in each of the Minimum Borrowing
Note and the Revolving Note was reduced from $2.20 per share to $1.00 per share.
Additionally,  it was agreed that for any day on which the closing price for the
Registrant's  common stock equals or exceeds $1.75 per share,  the interest rate
on the amounts due pursuant to the Minimum  Borrower Note and the Revolving Note
shall be 0%.  Laurus  further  agreed to extend  the  Waiver  Letter,  which had
suspended the borrowing  base  limitation on the amount which may be borrowed by
the  Registrant  under the  Revolving  Line of Credit,  through  March 19, 2005.
Finally,  the  Registrant  agreed to issue an additional  common stock  purchase
warrant to Laurus to  purchase up to 400,000  shares of the common  stock of the
Registrant at a price equal to $1.25 per share.

      Also on August 31, 2004,  the Registrant and Laurus amended the Securities
Purchase Agreement  ("Securities Purchase Agreement"),  Secured Convertible Term
Note ("Term Note") and Registration Rights Agreement originally executed by such
parties on February 19, 2004  (collectively,  the "Term Loan").  Pursuant to the
amendment,  the Fixed  Conversion  Price set forth in the Term Note was  reduced
from $2.61 per share to $1.00 per share.  Laurus  further agreed to convert into
common  stock  $150,000 in principal  due under the Term Note and interest  that
accrued prior to August 1, 2004 under the Term Note as promptly as  practicable.
Additionally, the amortization schedule for payments due under the Term Note was
modified to delay the date on which certain payments become due. Finally, it was
agreed that for any day on which the closing price for the  Registrant's  common
stock equals or exceeds  $1.75 per share,  the interest  rate on the amounts due
pursuant to the Term Note shall be 0%.

      The  Registrant  will  account for the issuance of the  additional  common
stock  purchase  warrants and the  reduction in the Fixed  Conversion  Prices as
additional  deferred financing costs that will be recognized as non-cash charges
over the remaining terms of the agreements.

      There is no material  relationship between the Registrant and Laurus other
than under these two lending arrangements.


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                                   SIGNATURES

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

Dated: [September 1, 2004]                      TRANSGENOMIC, INC.

                                                By: /s/ Michael Summers
                                                    -----------------------
                                                    Michael Summers,
                                                    Chief Financial Officer


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