SC 13E4/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  ------------

                                 SCHEDULE 13E-4
                                 AMENDMENT NO. 1
                          ISSUER TENDER OFFER STATEMENT

                      (PURSUANT TO SECTION 13(E)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)

                       LIGAND PHARMACEUTICALS INCORPORATED
                                (NAME OF ISSUER)

                       LIGAND PHARMACEUTICALS INCORPORATED
                      (NAME OF PERSON(S) FILING STATEMENT)

          WARRANTS TO PURCHASE COMMON STOCK, $0.001 PAR VALUE PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                             WARRANTS - 53220K 11 6
                     (CUSIP NUMBERS OF CLASS OF SECURITIES)

                                DAVID E. ROBINSON

                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       LIGAND PHARMACEUTICALS INCORPORATED
                           10275 SCIENCE CENTER DRIVE
                           SAN DIEGO, CALIFORNIA 92121
                                 (858) 550-7500
   (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
         AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)

                                NOVEMBER 19, 1999
     (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)

                            CALCULATION OF FILING FEE

 TRANSACTION VALUATION                                AMOUNT OF FILING FEE(1)
      $12,267,517                                             $2,454

(1)  Pursuant to Rule 0-11(b)(2), the filing fee has been determined based on
     the average of high and low prices of the Warrants reported on The Nasdaq
     National Market on November 17, 1999.

[x]  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
     and identify the filing with which the offsetting fee was previously paid.

     Identify the previous filing by registration statement number, or the form
     or schedule and the date of its filing.

     Amount previously paid: $2,454

     Filing Party: Ligand Pharmaceuticals Incorporated

     Form or registration no.:  13E-4    Dated filed:  November 19, 1999

     Instruction. Ten Copies of this statement, including all exhibits, shall be
     filed with the Securities and Exchange Commission.



                                EXPLANATORY NOTE

     This Amendment No. 1 amends the Issuer Tender Offer Statement on Schedule
13E-4 initially filed on November 19, 1999 (as amended, the "Statement")
pursuant to which Ligand Pharmaceuticals Incorporated, a Delaware corporation
(the "Company"), is offering to exchange certain of its outstanding warrants to
purchase shares of its common stock, $0.001 par value per share (the "Shares" or
the "Common Stock"). The exchange offer was made pursuant to an Offer to
Exchange and related Letter of Transmittal, dated November 19, 1999 (the
"Exchange Offer") and relates to warrants (the "Warrants") originally issued in
the public offering with Allergan Ligand Retinoid Therapeutics, Inc. with an
exercise price of $7.12 per share. In the Statement the Company describes its
offer to exchange any outstanding Warrants, together with payment to the
Exchange Agent of $7.12 per Share for which the Warrants are exercisable, for
the number of newly issued Shares issuable under such Warrant plus a cash amount
of $1.12, net, without interest, per Share, in accordance with the terms and
subject to the conditions set forth in the Exchange Offer. The only items being
amended are those items set forth below.

ITEM 8. ADDITIONAL INFORMATION.

     The Exchange Offer expired at 12:01 am, New York City time, on December 18,
1999. Under the terms of the Exchange Offer, the Company accepted for exchange
and exchanged Warrants for the purchase of approximately 2.3 million Shares and
net cash proceeds of approximately $13.9 million.

     On December 21, 1999, the Company issued a press release announcing the
expiration of the Exchange Offer and final results of the Exchange Offer. A copy
of the press release is attached hereto as exhibit (a)(6) and incorporated
herein by reference.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.




EXHIBIT NO.        DESCRIPTION
                     

 (a)(6)            Press Release







                                    SIGNATURE

     AFTER DUE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY
THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.

Date:  December 23, 1999             /s/ PAUL V. MAIER
                                     ----------------------------
                                     Paul V. Maier
                                     Senior Vice President and
                                     Chief Financial Officer

EX-99.(A)(6)

                                                                    EX-99.(A)(6)

                                                                        Contact:
                                                                   Paul V. Maier
                                                                  (858) 550-7573

              LIGAND RECEIVES $13.9 MILLION FROM EXCHANGE OFFER FOR
                                CERTAIN WARRANTS

              -- Strengthens Cash and Net Shareholders' Equity --

     SAN DIEGO, CA -- December 21, 1999 -- Ligand Pharmaceuticals Incorporated
(Nasdaq: LGND) announced today that the company received net proceeds of $13.9
million from the completion of its offer to exchange warrants (Nasdaq: LGNDW) to
purchase shares of Ligand common stock tendered with cash payments of $7.12 per
warrant (representing the exercise price for such warrants) for shares of Ligand
common stock and $1.12 per warrant. The offer expired at 12:01 a.m. New York
City time on December 18, 1999.

     Approximately 2.3 million warrants were exercised pursuant to the offer,
resulting in net proceeds to the Company of approximately $13.9 million. Ligand
will use net proceeds from the exchange offer to fund working capital needs
associated with the expanding commercialization of Ligand's products.

     "We are pleased with the results of the exchange offer, which was accepted
by holders of approximately two-thirds of the outstanding warrants. We believe
that the exchange of the warrants in connection with the offer is consistent
with our long-term financing strategy and the least dilutive and lowest cost of
capital alternative available to us to achieve our objectives," said Paul Maier,
Ligand Senior Vice President and Chief Financial Officer. "We have strengthened
our year-end cash, balance sheet and net equity as well as positioned the
Company for an increase in other income for our goal of profitability in 2000."

     The warrants were originally issued through a Ligand / Allergan Ligand
Retinoid Therapeutics, Inc. (ALRT) public offering in 1995 of 3.25 million units
at $10.00 each. Each unit included one share of callable common stock of ALRT
and two warrants (total warrants of 6.5 million), each warrant to purchase one
share of Ligand common stock at an exercise price of $7.12. As of December 20,
1999, approximately 1.3 million of these warrants remain outstanding.
Unexercised warrants will expire on June 3, 2000.



LIGAND PHARMACEUTICALS INCORPORATED

     Ligand Pharmaceuticals Incorporated discovers, develops and markets new
drugs that address critical unmet medical needs of patients in the areas of
cancer, skin diseases, and men's and women's hormone-related diseases, as well
as osteoporosis, metabolic disorders and cardiovascular and inflammatory
diseases. Ligand's first two drugs -- Panretin(R) gel and ONTAK(R) -- were
approved for marketing in the U.S. in early 1999 and are being marketed through
its specialty cancer and HIV-center sales force in the U.S. Two drugs --
Targretin(R) capsules and Targretin(R) gel -- are currently under review by the
U.S. Food and Drug Administration for marketing approval in the U.S., and two
additional oncology-related products -- Morphelan(TM) (licensed from Elan) and
Panretin(R) capsules -- are in late-stage development. Ligand's proprietary drug
discovery and development programs are based on its leadership position in gene
transcription technology, primarily related to Intracellular Receptors (IR) and
Signal Transducers and Activators of Transcription (STATs).

     This news release may contain certain forward-looking statements by Ligand
and actual results could differ materially from those described as a result of
factors including but not limited to the following. There can be no assurance
that Ligand will achieve its goal of profitability in 2000; that final clinical
results will be supportive of regulatory approvals required to market products;
that regulatory filings will be made in a timely manner; that regulatory
approvals will be received in a timely manner or at all; or that there will be a
market for any approved product. Additional information concerning these and
other factors affecting Ligand's business can be found in press releases as well
as in Ligand's public periodic filings with the Securities and Exchange
Commission. Public information on Ligand Pharmaceuticals Incorporated is
available on our web site at http://www.ligand.com. Ligand disclaims any intent
or obligation to update these forward-looking statements beyond the date of this
release.

                                     # # #

     Panretin(R) and Targretin(R) are registered trademarks of Ligand
Pharmaceuticals Incorporated, and ONTAK(R) is a registered trademark of Seragen,
Inc., a wholly owned subsidiary of Ligand.

                                     # # #