8-K

                       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): December 2, 2002

                       LIGAND PHARMACEUTICALS INCORPORATED
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

                                    000-20720
                            (Commission File Number)

                           10275 SCIENCE CENTER DRIVE,
                              SAN DIEGO, CALIFORNIA
                    (Address of principal executive offices)

                                 (858) 550-7500
              (Registrant's telephone number, including area code)

                                   77-0160744
                      (I.R.S. Employer Identification No.)

                                   92121-1117
                                   (Zip Code)







Item 5. Other Events

     Attached hereto are the press releases issued by the registrant on December
2, 2002.



Item 7.  Exhibits


EXHIBIT  NUMBER         DESCRIPTION
                        

     99.1               Press Release of the Company dated December 2, 2002






SIGNATURES

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


                                     LIGAND PHARMACEUTICALS INCORPORATED




Date :  December 2, 2002             By:      /S/WARNER BROADDUS
                                     Name:    Warner Broaddus
                                     Title:   Vice President,
                                              General Counsel & Secretary

EX-99

                                                                    Exhibit 99.1

                                                          Contact: Paul V. Maier
                                                       Senior Vice President and
                                                         Chief Financial Officer
                                                                  (858) 550-7573


              LIGAND ANNOUNCES EXERCISE OF OVERALLOTMENT OPTION FOR
                         CONVERTIBLE SUBORDINATED NOTES


     SAN DIEGO, CA - DECEMBER 2, 2002 - Ligand Pharmaceuticals Incorporated
(Nasdaq: LGND) announced today that the initial purchaser of its 6% convertible
subordinated notes due November 16, 2007 has exercised its overallotment option
to acquire an additional $20.25 million of the notes. The notes are convertible
into shares of Ligand common stock at a price of $6.17 per share, which
represents a 22% premium to the closing bid price of $5.06 on November 20, 2002.

     Ligand intends to use the net proceeds of the offering, including the
proceeds from the overallotment option, to fund the restructuring of its AVINZA
relationship with Elan Corporation plc, to repurchase shares of the company's
common stock from Elan, and to acquire government securities that Ligand is
required to pledge as security for the notes for the first two years. Ligand
also plans to use the proceeds, to the extent available, for general corporate
purposes.

     This press release does not constitute an offer to sell or the solicitation
of an offer to buy securities. Any offers of the securities will be made only by
means of a private offering memorandum. These securities have not been
registered under the Securities Act of 1933, as amended, or the securities laws
of any other jurisdiction and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended, and applicable state
securities laws.





ABOUT LIGAND

     Ligand discovers, develops and markets new drugs that address critical
unmet medical needs of patients in the areas of cancer, skin diseases, men's and
women's hormone-related diseases, osteoporosis, metabolic disorders, and
cardiovascular and inflammatory diseases. Ligand's proprietary drug discovery
and development programs are based on its leadership position in gene
transcription technology, primarily related to Intracellular Receptors (IRs) and
Signal Transducers and Activators of Transcription (STATs).

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     This news release contains certain forward-looking statements by Ligand
that involve risks and uncertainties and reflect the company's judgment as of
the date of this release. These statements include those related to the proposed
restructuring of the AVINZA relationship with Elan and the repurchase of Ligand
stock from Elan. Actual events or results may differ from the company's
expectations. There can be no assurance that the restructuring or stock
repurchase will be completed. Additional information concerning these and other
risk factors affecting Ligand's businesses can be found in prior press releases
as well as in Ligand's public periodic filings with the Securities and Exchange
Commission, available via the company's internet site at www.ligand.com. Ligand
disclaims any intent or obligation to update these forward-looking statements
beyond the date of this release. This caution is made under the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.

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