UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM ~~Form~~ 8-K

CURRENT ~~Current~~ REPORT ~~Report~~

PURSUANT ~~Pursuant~~ TO toSECTION ~~Section~~ 13 orOR 15(d) ofOF ~~the~~THE ~~Securities Exchange Act of 1934~~

SECURITIES ~~Date~~ EXCHANGE ofACT ~~Report~~OF ~~(Date~~1934 ~~of earliest event reported): 05/03/2006~~

Date ~~Tanox~~ of Report: May 9, ~~Inc.~~2007

(Date of earliest event reported)

TANOX, INC.

(Exact name of registrant as specified in its charter)

Delaware ~~Commission File Number: 000-30231~~

Delaware		76-0196733
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

(State or other jurisdiction of incorporation)

10301 Stella Link


000-30231		76-1096733
(Commission File Number)		(IRS Employer Identification No.)

Houston, Texas 77025


10301 Stella Link, Houston, Texas		77025-5497
(Address of Principal Executive Offices)		(Zip Code)

(~~Address of principal executive offices, including zip code~~713) 578-4000

(Registrant’s ~~713-578-4000~~ Telephone Number, Including Area Code)

Not ~~(Registrant’s~~ applicable ~~telephone number, including area code)~~

(Former Name ~~name~~ or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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))

~~Information~~¨ Soliciting material pursuant to beRule ~~included~~14a-12 inunder the ~~report~~ Exchange Act (17 CFR 240.14a-12)

~~Item~~¨ ~~1.01. Entry~~Pre-commencement ~~into~~communications apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~ 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On¨ ~~April~~Pre-commencement ~~28,~~communications ~~2006,~~pursuant ~~the Board of Directors of Tanox, Inc. adopted, subject~~ to ~~stockholder~~Rule ~~approval,~~13e-4(c) anunder ~~amendment to~~ the ~~Tanox,~~Exchange ~~Inc.~~Act ~~2000~~(17 ~~Non-Employee~~CFR ~~Directors' Stock Option Plan~~240. ~~The amendment provides that directors who act as consultants to Tanox and receive compensation as such will not be considered as "non~~13e-~~employee directors" for purposes of the Plan.~~ 4(c))

Item 2.02. ~~Signature(s)~~ Results of Operations and Financial Condition.

On ~~Pursuant~~ May 9, 2007, toTanox, ~~the~~Inc. ~~requirements~~issued ofa ~~the~~press ~~Securities~~release ~~Exchange~~announcing ~~Act~~earnings offor ~~1934,~~ the ~~registrant~~first quarter ~~has~~ended ~~duly~~March ~~caused~~31, ~~this~~2007. ~~report~~A tocopy beof ~~signed~~the onearnings ~~its~~press ~~behalf~~release byis ~~the~~furnished as ~~undersigned~~Exhibit ~~hereunto duly~~99.1 ~~authorized~~to this report.

		Tanox, Inc.
Date: May 03, 2006	By:	/s/ Katie-Pat Bowman
		Katie-Pat Bowman
		Vice President, General Counsel and Secretary

ITEM 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.
99.1		Earnings Press Release of Tanox, Inc. dated May 9, 2007.

SIGNATURES

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


	TANOX, INC.

Date: May 9, 2007	By:	/s/ Gregory Guidroz
		Gregory Guidroz
		Vice President - Finance

Filing Compare · TANOX INC