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                                  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): February 28, 2006




                               NEKTAR THERAPEUTICS
             (Exact name of Registrant as specified in its charter)





            Delaware                   0-24006             94-3134940
  (State or other jurisdiction       (Commission          (IRS Employer
        of incorporation)            File Number)       Identification No.)




                               150 Industrial Road
                          San Carlos, California 94070
              (Address of principal executive offices and Zip Code)


       Registrant's telephone number, including area code: (650) 631-3100





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))

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Item 2.02  Results of Operations and Financial Condition.

On February 28, 2006, Nektar Therapeutics issued a press release (the "Press
Release") announcing results for the three and twelve month periods ended
December 31, 2005; and its financial outlook for 2006. A copy of the Press
Release is attached as Exhibit 99.1 to this Current Report and is incorporated
herein by reference.

The information in this report, including the exhibit hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The
information contained herein and in the accompanying exhibit shall not be
incorporated by reference into any filing with the Securities and Exchange
Commission made by Nektar Therapeutics, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.





                                   SIGNATURES

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


                                  By:            /s/ AJIT S. GILL
                                                   Ajit S. Gill
                                        ----------------------------------------
                                              Chief Executive Officer,
                                              President and Director

                                  Date: February 28, 2006

                                  By:           /s/ Louis Drapeau
                                                  Louis Drapeau
                                        ----------------------------------------
                                            Senior Vice President, Finance and
                                                 Chief Financial Officer

                                  Date: February 28, 2006







                                  EXHIBIT INDEX

Exhibit No.  Description
-----------  -----------

99.1         Earnings Press Release of Nektar Therapeutics dated February 28,
             2006.