8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 ---------------

                               AMENDMENT NO. 2 TO

                                    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): July 27, 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 4.01  Changes in Registrant's Certifying Accountant.

     Ligand Pharmaceuticals Incorporated (Ligand) received notice on July 27,
2004 from Deloitte & Touche LLP that, effective upon the filing date of Ligand's
Form 10-Q for the period ended June 30, 2004, Deloitte & Touche LLP would resign
as the independent auditors of the company. Ligand's Form 10-Q was filed on
August 5, 2004 and Deloitte & Touche resigned as of that date. Ligand has been
informed by Deloitte & Touche LLP that the reasons for its action are not
related to any disagreements between Ligand and Deloitte & Touche LLP on matters
of accounting principles or practices, financial statement disclosure or
auditing scope or procedures. The Audit Committee of Ligand's Board of Directors
is currently in the process of selecting a new independent registered public
accounting firm for the third quarter and fiscal year ending December 31, 2004.

     The reports of Deloitte & Touche LLP on Ligand's financial statements for
the past two fiscal years contained no adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principles.

     During the period from October 31, 2000, the date Deloitte & Touche LLP was
engaged as Ligand's independent registered public accounting firm, through
August 5, 2004, there have been no disagreements between Ligand and Deloitte &
Touche LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures which, if not resolved to
the satisfaction of Deloitte & Touche LLP, would have caused it to make
reference to the subject matter of the disagreement in connection with its
reports.

     During the period from October 31, 2000 through August 5, 2004, there have
been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
Ligand has provided to Deloitte & Touche LLP a copy of this disclosure and has
requested Deloitte & Touche LLP to furnish Ligand with a letter addressed to the
Securities and Exchange Commission stating whether Deloitte & Touche LLP agrees
with the statements made by Ligand in this report. Deloitte & Touche LLP letter
is attached as Exhibit 16.1.

Item 9.01  Exhibits


EXHIBIT  NUMBER      DESCRIPTION
                  
16.1                 Letter from Deloitte & Touche LLP to the Securities and
                     Exchange Commission dated 31 August 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 : August 31, 2004      By:      /S/ WARNER R. BROADDUS
                            Name:    Warner R. Broaddus
                            Title:   Vice President, General Counsel & Secretary

EX-16

                                                                    EXHIBIT 16.1



August 31, 2004

Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C.   20549

Dear Sirs/Madams:

We have read Item 4 of Ligand Pharmaceuticals Incorporated's Amendment No. 2 to
Form 8-K dated August 31, 2004, and we agree with the statements made in
sentences 1, 2 and 3 of the first paragraph and the statements in paragraphs 2,
3 and 4.

We have no basis to agree or disagree with the 4th sentence in paragraph 1.

Yours truly,

/s/ Deloitte & Touche LLP