8-K

                                  UNITED STATES
                       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): July 9, 2003



                            NPS PHARMACEUTICALS, INC.
               (Exact Name of Registrant as Specified in Charter)



          Delaware                    0-23272                  87-0439579
(State or Other Jurisdiction        (Commission              (IRS Employer
     of Incorporation)              File Number)          Identification No.)



      420 Chipeta Way, Salt Lake City, Utah                     84108
    (Address of Principal Executive Offices)                 (Zip Code)



       Registrant's telephone number, including area code: (801) 583-4939



Item 5. Other Events and Required FD Disclosure.

     On July 9, 2003, NPS Pharmaceuticals, Inc. (the "Company"), issued a press
release announcing that the initial purchasers of $170 million principal amount
of its 3% Convertible Notes due 2008 had elected to exercise their option to
purchase an additional $22 million principal amount of such Notes. As a result,
the final aggregate principal amount of the offering of the Notes is $192
million. These Notes are convertible into NPS Pharmaceuticals, Inc. common stock
at a conversion price of approximately $36.59 per share (reflecting a 35%
premium relative to the NASDAQ closing price for the Company's common stock of
$27.10 on June 11, 2003). The placement of the additional Notes closed on July
11, 2003. A copy of the Company's press release issued on July 9, 2003 pursuant
to Rule 135c of the Securities Act is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.

     The securities described in this Form 8-K have not been registered under
the Securities Act, or any state securities laws, and may not be offered or sold
in the United States absent registration under, or an applicable exemption from,
the registration requirements of the Securities Act and applicable state
securities laws. This Form 8-K does not constitute an offer to sell these
securities nor is it a solicitation of an offer to purchase these securities.
The statements in this Form 8-K regarding future aspects relating to the
offering and other statements which are not historical facts are forward-looking
statements that involve risks and uncertainties, including, but not limited to,
market and competitive conditions, that may cause actual future experience and
results to differ materially from the statements made.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits:

             Exhibit   Description
             -------   -----------
             99.1      Press Release of NPS Pharmaceuticals, Inc. dated July 9,
                       2003, issued pursuant to Rule 135c of the Securities Act.


                                   SIGNATURES

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


                                          NPS PHARMACEUTICALS, INC.


Date:    July 14, 2003                    By:  /s/ Hunter Jackson
                                               ---------------------------------
                                               Hunter Jackson, Ph.D.
                                               Chief Executive Officer,
                                               President and Chairman
                                               of the Board




                                  EXHIBIT INDEX

         Exhibit                     Description
         -------                     -----------
           99.1       Press  Release  of NPS  Pharmaceuticals,  Inc.  dated
                      July 9, 2003, pursuant to Rule 135c of the Securities Act.

EX-99

                   [GRAPHIC OMITTED][NPS PHARMACEUTICALS LOGO]


For Immediate Release                                Contact:  David L. Clark
                                                     Vice President, Operations
                                                     NPS Pharmaceuticals, Inc.
                                                     (801) 583-4939

 NPS Pharmaceuticals Announces Exercise of Option to Purchase an Additional $22
                      Million of Its 3.0% Convertible Debt

     Salt Lake City, Utah -- July 9, 2003 -- NPS Pharmaceuticals, Inc. (Nasdaq:
NPSP) announced today that the initial purchasers of $170 million of its 3.0%
Convertible Notes due 2008 have elected to exercise their option to purchase an
additional $22 million principal amount of the Notes. As a result, the final
aggregate principal amount of the offering of the Notes will be $192 million.
These Notes will be convertible into NPS Pharmaceuticals, Inc. common stock at a
conversion price of approximately $36.59 per share (reflecting a 35% premium
relative to the NASDAQ closing price for NPS common stock of $27.10 on June 11,
2003). The placement of the additional Notes is expected to close on July 11,
2003.

     As previously announced, NPS expects to use the proceeds of the offering
for general corporate purposes. The holders of the Notes may require NPS to
redeem their Notes upon the occurrence of certain events, and NPS may elect to
redeem the Notes beginning June 20, 2006. The redemption price for any
redemption of the Notes is 100% of principal amount, plus accrued interest. The
offering is being made by means of an offering memorandum to qualified
institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as
amended.

     The Notes and common stock issuable upon conversion of the Notes have not
been registered under the Securities Act of 1933, as amended, or applicable
state securities laws, and unless so registered, may not be offered or sold in
the United States, except pursuant to an applicable exemption from the
registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.

     This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy the
Notes. This press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act of 1933, as amended.

   Cautionary Statement For The Purpose Of The "Safe Harbor" Provisions Of The
                Private Securities Litigation Reform Act of 1995

     This press release contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's current expectations and
beliefs and are subject to a number of risks and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. Therefore, actual outcomes and results may differ materially from
what is expressed herein. A description of those risks and uncertainties that
could cause actual results to differ materially from those described in the
forward-looking statements can be found in our filings with the Securities and
Exchange Commission, including our Annual Report on Form 10-K, and any Current
Reports on Form 8-K. NPS is under no obligation to (and expressly disclaims any
such obligation to) update or alter its forward-looking statements whether as a
result of new information, future events or otherwise

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