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): March 22, 2004

                       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

     On March 19, 2004, Alexander D. Cross, member of our Board of Directors,
entered into a stock selling plan, intended to qualify for the safe harbor under
Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Under the
plan, Mr. Cross authorized the sale of up to 11,275 shares that were acquired by
Mr. Cross from the Company on April 11, 1991.

     Mr. Cross has  informed  the Company  that any sales  pursuant to this plan
will comply with Rule 144. Mr. Cross has  represented to the Company that he had
no knowledge of any material nonpublic information regarding the Company when he
adopted the plan.

     Any  actual  sales  under the plan will be  publicly  disclosed  under Rule
16a-3.



Item 7.  Exhibits



EXHIBIT  NUMBER        DESCRIPTION
                    
99.1                   Trading Plan for Alexander D. Cross dated March 19, 2004





                                   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 :  March 22, 2004               By:      /S/WARNER BROADDUS
                                     Name:    Warner Broaddus
                                     Title:   Vice President,
                                              General Counsel & Secretary

EX-99

                                                                    EXHIBIT 99.1

                               STOCK SELLING PLAN

     This Stock Selling Plan (the "Plan") is being adopted by ALEXANDER D. CROSS
("Client") to facilitate the sale of shares of the common stock (the "Shares")
of Ligand Pharmaceuticals Incorporated ("Issuer").

     In order to diversify his investment portfolio, Client desires to sell a
certain number of Shares. To dispel any inference that Client is selling Shares
when in possession of material nonpublic information, Client has determined to
instruct MR. W.D. MCGEE/PRUDENTIAL SECURITIES ("BROKER") to sell a
pre-determined amount of Shares pursuant to the Selling Instructions described
in Exhibit A.

     This selling plan shall commence on the open of the Nasdaq National Market
on the later of (i) the fourth full trading day following Issuer's release of
earnings for the first quarter of 2004 or (ii) 30 days after the execution
hereof and, unless sooner terminated, shall terminate one year thereafter.

     Client states that he:

     1. As of the date of this Plan, is not aware of any material nonpublic
information regarding Issuer and is not subject to any legal, regulatory or
contractual restriction or undertaking that would prevent BROKER from acting
upon the instructions set forth in this Plan;

     2. Is entering into this Plan in good faith and not as part of any scheme
to evade the prohibitions of Rule 10b5-1 adopted under the Securities Exchange
Act of 1934, as amended;

     3. Has not entered into, and will not enter into, any corresponding or
hedging transaction or position with respect to the Shares;

     4. Confirms that the sale of the Shares pursuant to the Selling
Instructions in Exhibit A will comply with Rule 144 under the Securities Act of
1933;

     5. Acknowledges that BROKER may make a market in the Shares and will
continue to engage in market-making activities while executing transactions on
behalf of Client pursuant to the Plan; and

     6. May not discuss with BROKER the timing of the trading in the Shares on
his behalf (other than to confirm these instructions and describe them if
necessary).

     7. Acknowledges that Issuer may file this plan with the Securities and
Exchange Commission at which time it shall become public.

     If BROKER shall be advised in writing by the corporate Secretary of Issuer
that (1) the Directors of Issuer have made a determination to proceed with a
merger involving pooling of interests accounting treatment and (2) based upon
the advice of an independent accounting firm the Directors have determined that
in order to qualify for such treatment it is necessary that sales of Shares by
Client be suspended, then BROKER shall suspend all such sales until advised in



writing by the corporate Secretary of Issuer that the Directors of Issuer have
made a determination that such selling may resume.

     If Shares are, for any reason and whether in whole or in part, converted
into or exchanged for shares of publicly traded securities of another company
("Newco"), then (1) BROKER shall sell such Newco shares and any remaining
original Shares in amounts substantially equivalent to those specified in the
original Plan over the remaining period during which the original Shares would
have been sold under the terms of this Agreement, after making appropriate
adjustment for the exchange ratio between the original Shares and Newco shares,
(2) references herein to "Issuer" shall refer to both Ligand Pharmaceuticals
Incorporated and to Newco, and (3) references herein to "Shares" shall refer to
both the original Shares as defined above and to such Newco shares. In the event
such securities are not publicly traded, such securities, along with any other
portion of the Shares that cannot be sold pursuant to the terms of this Plan,
shall be promptly returned to Client.

     This Selling Plan and the Selling Instructions may be terminated or
modified by Client at any time by delivering written instructions to that effect
to BROKER, so long as Client is not then in possession of material nonpublic
information. This Plan shall also terminate upon the earlier of (1) the death of
Client, or (2) the conversion of all Shares owned by Client into cash, whether
as a result of sales by BROKER, merger or acquisition, or otherwise.

     This Plan shall be governed by and construed in accordance with the laws of
the State of New York.



Dated:   MARCH 19, 2004                      /S/ ALEXANDER D. CROSS
         --------------                      ----------------------
                                             Alexander D. Cross









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                                    EXHIBIT A

                              SELLING INSTRUCTIONS

     Beginning on the commencement date of the plan, on each day on which the
Nasdaq National Market is open for regular trading (i.e. exclusive of
"off-market" or "after-hours" trading), BROKER shall enter the following limit
orders for sale of shares of Issuer common stock from Client's account. Each
such limit order shall be a day order which will terminate automatically at the
end of the business day if it has not been filled. All amounts and prices stated
below shall be adjusted for stock splits.



LIMIT             QUANTITY
- -----             --------
               
$19.00            2000 shares
$20.00            2000 (in addition to amount shown above)
$21.00            2000 (in addition to amounts shown above)
$22.00            2000 (in addition to amounts shown above)
$22.00            2000 (in addition to amounts shown above)
$23.00            1275 (in addition to amounts shown above)



     As an example, if the price reaches $19 on a given day, BROKER would sell
2000 shares. If the price does not reach $19 then no shares shall be sold on
that day. In no event shall BROKER sell more than 3000 shares on a single day.
Also, as a separate limitation, in no event shall BROKER sell more than 11,275
shares in total during the period of this Plan.







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