8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                    FORM 8-K

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                                 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 4, 2007

                       LIGAND PHARMACEUTICALS INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)


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           DELAWARE                          000-20720                   77-0160744
 (State or Other Jurisdiction          (Commission File Number)         (I.R.S. Employer
of Incorporation or Organization)                                       Identification No.)




          10275 SCIENCE CENTER DRIVE, SAN DIEGO, CALIFORNIA, 92121-1117
              (Address of Principal Executive Offices) (Zip Code)

                                 (858) 550-7500
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)





        Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


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ITEM 5.02.  DEPARTURE OF DIRECTORS OF CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS;COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

         On December 4, 2007, the Board of Directors (the "Board") of Ligand
Pharmaceuticals Incorporated (the "Company") approved a Third Amendment
(the "Third Amendment") to the Company's Nonqualified Deferred Compensation Plan
(the "Plan") to provide that each participant in the Plan will receive a lump
sum payment of all amounts in his or her account(s) under the Plan on
January 15, 2008, and, following such payments, the Plan will terminate.
Dr. Andres F. Negro-Vilar, our former Senior Vice President and Chief Scientific
Officer, is a participant in the Plan and will receive such a distribution. This
description of the Third Amendment does not purport to be complete and is
qualified in its entirety by reference to the text of the Third Amendment, a
copy of which is attached as Exhibit 10.1 to this report and incorporated herein
by reference.

ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.

         Also on December 4, 2007, the Board approved an amendment of the
Company's amended and restated bylaws (the "Amendment") to allow for the
issuance of uncertificated shares of stock.  The adoption of the Amendment
enables the Company to comply with requirements of the Nasdaq Stock Market LLC
("Nasdaq"), effective January 1, 2008, mandating that companies listed on Nasdaq
be eligible to participate in the Direct Registration System ("DRS"), which is
administered by The Depository Trust Company.  The DRS allows shares of stock to
be owned, reported and transferred electronically without the need for physical
stock certificates.  The Company's amended and restated bylaws continue to
authorize the issuance of certificated shares.  This description of the
Amendment does not purport to be complete and is qualified in its entirety by
reference to the text of the Amendment, a copy of which is attached as Exhibit
3.1 to this report and incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.


(d) EXHIBITS.


Exhibit No.        Description


3.1                Amendment of Bylaws of Ligand Pharmaceuticals Incorporated
10.1               Third Amendment to Ligand Pharmaceuticals Nonqualified
                   Deferred Compensation Plan












                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                   LIGAND PHARMACEUTICALS INCORPORATED


                                   By:        /s/ Charles S. Berkman
                                   ---------------------------------------------
                                   Name:      Charles S. Berkman
                                   Title:     Vice President, General Counsel
                                              and Secretary


Date:  December 6, 2007















                                  EXHIBIT INDEX


Exhibit No.        Description

3.1                Amendment of Bylaws of Ligand Pharmaceuticals Incorporated
10.1               Third Amendment to Ligand Pharmaceuticals Nonqualified
                   Deferred Compensation Plan

EX-3

                                                                     EXHIBIT 3.1




           AMENDMENT OF BYLAWS OF LIGAND PHARMACEUTICALS INCORPORATED
                                DECEMBER 4, 2007

 Article VI of the Bylaws of Ligand Pharmaceuticals Incorporated is amended in
 its entirety to provide as follows:


                              "CERTIFICATE OF STOCK

        Section 1. Form and Execution of Certificates. Shares of the
corporation's stock may be certificated or uncertificated, as provided under
Delaware law.  Certificates for the shares of stock of the corporation shall be
in such form as is consistent with the Certificate of Incorporation and
applicable law.  Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
chairman or vice chairman of the Board of Directors, or the president or a
vice president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.

        Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

        If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

        Section 2. Execution of Certificates. Any of or all the signatures on
the certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

        Section 3. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

        Section 4. Transfer of Stock. Transfers of record of shares of stock of
the corporation shall be made only upon its books by the holders thereof, in
person or by attorney duly authorized, and, in the case of stock represented by
a certificate, upon surrender to the corporation or the transfer agent of the
corporation of a certificate or certificates for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer for a like number of shares.

        Section 5. Fixing Record Date. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholder or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60)nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.

        Section 6. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware."

EX-10

                                                                    EXHIBIT 10.1



                               THIRD AMENDMENT TO
                           THE LIGAND PHARMACEUTICALS
                     NONQUALIFIED DEFERRED COMPENSATION PLAN

THIS THIRD AMENDMENT TO THE LIGAND PHARMACEUTICALS NONQUALIFIED DEFERRED
COMPENSATION PLAN (this "Amendment"), effective as of December 4, 2007, is made
and adopted by LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (the
"Company"). Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Plan (as defined below).

                                    RECITALS

         WHEREAS, the Company maintains the Ligand Pharmaceuticals Nonqualified
Deferred Compensation Plan, as amended (the "Plan").

         WHEREAS, pursuant to Section 11.10 of the Plan, the Plan may be amended
by the Company.

         WHEREAS, the Board of Directors of the Company desires to amend the
Plan to provide that each Participant may make a one-time election to change the
time and form of distribution of all amounts credited to his or her Account(s)
under the Plan, in accordance with the transitional relief under Internal
Revenue Service Notice 2005-1, Q/A-19(c), the Proposed Regulations under Section
409A of the Code, Internal Revenue Service Notice 2006-79 and Internal Revenue
Service Notice 2007-86. As provided in Internal Revenue Service Notice 2006-79
and Internal Revenue Service Notice 2007-86, this amendment to permit the
Participants to change the time and form of payment under the Plan shall apply
only to benefits that would not otherwise be payable in 2007 and shall not cause
any benefits to be paid in 2007 that would not otherwise be payable in 2007.

         WHEREAS, the Board of Directors of the Company further desires to
provide for the automatic termination of the Plan upon the payment of all
Account(s) to the Participants.

         NOW, THEREFORE, in consideration of the foregoing, the Company hereby
amends the Plan as follows:

         1. A new Section 6.8 is hereby added to the Plan as follows:

                  6.8 Special Distribution Election. Notwithstanding anything to
         the contrary contained in the Plan, each Participant may make a
         one-time election to change the time and form of distribution of all
         amounts credited to his or her Account(s) to be paid in one lump sum on
         January 15, 2008 (or within five days thereafter) (an "Early
         Distribution Election"). A Participant must deliver a written Early
         Distribution Election to the Administrator no later than December 31,
         2007. A Participant who makes an Early Distribution Election under this
         section shall cease his or her participation in the Plan as of the date
         such Eligible Participant receives his or her lump sum payment.

                  (a) The lump sum payment shall be in full and final
         satisfaction of all benefits otherwise payable to or on behalf of the
         Participant and no further benefits shall be paid to or on behalf of
         the Participant under the Plan.

                  (b) As provided in Internal Revenue Service Notice 2006-79 and
         Internal Revenue Service Notice 2007-86, an Early Distribution Election
         shall apply only to benefits that would not


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otherwise be payable in 2007 and shall not cause any benefits to be paid in
2007 that would not otherwise be payable in 2007.

         2. All other terms and provisions of the Plan shall remain unchanged
except as specifically modified herein. The Plan, as amended by this Amendment,
is hereby ratified and confirmed.

         3. The Plan is further amended to provide that it shall automatically
terminate on the date that all Account(s) are paid to the Participants under the
Plan.

         I hereby certify that the foregoing Amendment was duly authorized by
the Board of Directors of Ligand Pharmaceuticals Incorporated on December 4,
2007.



                                       By:  /s/ Charles S. Berkman
                                          -------------------------------------
                                       Name:  Charles S. Berkman
                                          -------------------------------------
                                       Title: Secretary









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