FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SWAIN PAULA J   2. Issuer Name and Ticker or Trading Symbol INCYTE CORP [INCY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Human Resources (Last) (First) (Middle) EXPERIMENTAL STATION, ROUTE 141 & HENRY CLAY ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/13/2014 (Street) WILMINGTON, DE 19880 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/13/2014   M   16,967 A $ 5.46 35,028 D   Common Stock 02/13/2014   M   9,665 A $ 11.98 44,693 D   Common Stock 02/13/2014   M   90,335 A $ 11.98 135,028 D   Common Stock 02/13/2014   M   72,930 A $ 9.41 207,958 D   Common Stock 02/13/2014   M   12,070 A $ 9.41 220,028 D   Common Stock 02/13/2014   M   417 A $ 13.34 220,445 D   Common Stock 02/13/2014   M   14,583 A $ 13.34 235,028 D   Common Stock 02/13/2014   S   216,967 D $ 66.73 (2) (3) 18,061 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$ 5.46	02/13/2014		M			16,967	(1)	01/12/2016	Common Stock	16,967	$ 0	0	D
Incentive Stock Option (right to buy)	$ 11.98	02/13/2014		M			9,665	(4)	02/07/2015	Common Stock	9,665	$ 0	0	D
Non-Qualified Stock Option (right to buy)	$ 11.98	02/13/2014		M			90,335	(4)	02/07/2015	Common Stock	90,335	$ 0	0	D
Non-Qualified Stock Option (right to buy)	$ 9.41	02/13/2014		M			72,930	(5)	01/20/2017	Common Stock	72,930	$ 0	0	D
Non-Qualified Stock Option (right to buy)	$ 13.34	02/13/2014		M			14,583	(6)	05/17/2017	Common Stock	14,583	$ 0	0	D
Incentive Stock Option (right to buy)	$ 9.41	02/13/2014		M			12,070	(5)	01/20/2017	Common Stock	12,070	$ 0	0	D
Incentive Stock Option (right to buy)	$ 13.34	02/13/2014		M			417	(6)	05/17/2017	Common Stock	417	$ 0	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SWAIN PAULA J EXPERIMENTAL STATION ROUTE 141 & HENRY CLAY ROAD WILMINGTON, DE 19880			EVP, Human Resources

Signatures

/s/ Paula Swain		02/18/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Beginning January 13, 2006, options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
(2)	Represents weighted average sale price. Actual sales prices ranged from $66.05-$67.05.
(3)	Reporting person undertakes to provide upon request by Securities and Exchange Commission, the issuer or a securityholder of the issuer detailed information regarding the price and number of shares sold within range indicated.
(4)	Beginning February 8, 2008, options become exercisable in 25 installments, with the first 33.33% vesting after one year and the remainder vesting monthly over two years.
(5)	Beginning January 21, 2010, options become exercisable in 25 installments, with the first 33.33% vesting after one year and the remainder vesting monthly over two years.
(6)	Beginning May 18, 2010, options become exercisable in 25 installments, with the first 33.33% vesting on January 21, 2011 and the remainder vesting monthly over two years.

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