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): May 3, 2005

                       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 3.01   NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
            OR STANDARD; TRANSFER OF LISTING

     On May 3, 2005, the Company received notice from the NASDAQ Stock Market
that the NASDAQ Listing Qualifications Panel agreed to continue the listing of
the Company's securities on the NASDAQ National Market provided that the Company
files its Form 10-K for the fiscal year ended December 31, 2004 and its Form
10-Q for the quarter ended March 31, 2005 on or before July 29, 2005.

     A copy of the press release issued by the registrant on May 4, 2005, is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.



ITEM 9.01   EXHIBITS



EXHIBIT NUMBER    DESCRIPTION
--------------    -----------
                
99.1               Press Release of the Company dated May 4, 2005







                                   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 : May 4, 2005          By:    /S/WARNER BROADDUS
                            Name:  Warner Broaddus
                            Title: Vice President, General Counsel & Secretary