Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Duncan Michael
 2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2005		 3. Issuer Name and Ticker or Trading Symbol
INSMED INC [INSM]
(Last)
(First)
(Middle)
C/O INSMED INCORPORATED, 4851 LAKE BROOK DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Principal Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GLEN ALLEN, VA 23060		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 08/19/2008 Common Stock 4,000 $ 1.87 D  
Employee Stock Option (right to buy)   (2) 11/12/2011 Common Stock 6,000 $ 0.5 D  
Employee Stock Option (right to buy) 07/31/2005 07/31/2012 Common Stock 10,000 $ 2.25 D  
Employee Stock Option (right to buy)   (3) 07/31/2012 Common Stock 5,000 $ 2.25 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Duncan Michael
C/O INSMED INCORPORATED
4851 LAKE BROOK DRIVE
GLEN ALLEN, VA 23060		       Principal Financial Officer  

Signatures

Michael S. Duncan 08/23/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) As of August 23, 2005, 3,000 of the shares subject to this option are exercisble. The remaining 1,000 shares subject to this option wil become exercisable on August 19, 2006.
(2) As of August 23, 2005, 3,000 of the shares subject to this option are exercisble. The remaining 3,000 shares subject to this option wil become exercisable on December 31, 2005.
(3) These shares will vest upon attaining a milestone established by the Company, provided that, if not sooner vested, the milestone-based option will vest on 7/31/10 (seven years after the Date of Grant).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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