8-K

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                                 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):  January 26, 1999



                       HOLLIS-EDEN PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)



                                    Delaware
                 (State or other jurisdiction of incorporation)



000-24672                                                             13-3697002
(Commission File No.)                          (IRS Employer Identification No.)


                         9333 Genesee Avenue, Suite 110
                          San Diego, California 92121
             (Address of principal executive offices and zip code)
                                        
                                        
      Registrant's telephone number, including area code:  (619) 587-9333
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ITEM 5. OTHER EVENTS.

     On January 26, 1999, the Registrant completed a private placement of
719,220 shares of Common Stock, resulting in approximately $13 million in gross
proceeds.  On January 29, 1999, the Registrant completed a private placement of
an additional 648,649 shares of Common Stock, resulting in additional gross
proceeds of approximately $12 million.  The Registrant agreed to register for
resale with the U.S. Securities Exchange Commission the shares of Common Stock
sold in the private placements within 30 days following the respective dates of
sale of the stock by the Registrant. Descriptions of the private placements
are set forth in the Press Releases issued by the Company, dated as of January
26, 1999 and February 1, 1999, respectively, copies of which are attached hereto
as Exhibits 99.1 and 99.2.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 

     EXHIBITS. 

       99.1    Press Release dated January 26, 1999.

       99.2    Press Release dated February 1, 1999.



                                   SIGNATURE

     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. 

                                       HOLLIS-EDEN PHARMACEUTICALS, INC.


Dated: February 2, 1999                By: /s/ ROBERT W. WEBER
                                          ---------------------------------
                                          Robert W. Weber
                                          Vice President-Controller
                                          (Principal Financial and 
                                          Accounting Officer)
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                               INDEX TO EXHIBITS



     99.1      Press Release dated January 26, 1999.

     99.2      Press Release dated February 1, 1999.

EX-99.1

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                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE


                         HOLLIS-EDEN RAISES $13 MILLION
                   THROUGH PRIVATE PLACEMENT OF COMMON STOCK
  Series A preferred conversion, warrant exercises simplify capital structure


SAN DIEGO - January 26, 1999 - Hollis-Eden Pharmaceuticals, Inc. (NASDAQ: HEPH)
today announced the completion of a private placement of approximately 719,220
shares of common stock.  The company raised approximately $13 million from an
investment group led by Capital Research and Management Company.  The pricing of
this transaction was determined at a slight discount to the average of trailing
closing prices of the common stock.

Capital Research and Management Company is one of the premier institutional
investment management firms, with an established successful track record
investing in the biotech and pharmaceutical sectors.  The company provides
investment services for thousands of corporations, banks, trust companies and
retirement plans.  They oversee more than $275 billion in assets.

The private placement, combined with recent warrant exercises and previous cash
on hand, will give the company a total of approximately $40 million in capital.
As a result, the company will have approximately 9,871,626 shares of common
stock outstanding. 

Hollis-Eden also announced that the Series A preferred stock issued last May has
been converted into common stock.  Furthermore, as a result of this financing
and the company's stock performance, Hollis-Eden will not be required to issue
additional shares of stock as stipulated in the 1997 merger agreement with
Initial Acquisition Corp.
 
"This financing, the preferred stock conversion, the warrant exercises and the
termination of the additional stock certificates were major corporate financial
goals for 1999," said Richard Hollis, chairman and chief executive officer of
Hollis-Eden. "We are delighted to have achieved this milestone, which
strengthens and simplifies our capital structure."

Hollis-Eden Pharmaceuticals, Inc. is a San Diego-based biopharmaceutical company
engaged in the development and commercialization of products for the treatment
of infectious diseases and immune system disorders. The company's leading drug
candidate, HE2000, is initially targeted for the treatment of HIV/AIDS. For more
information about Hollis-Eden, contact the company's Web site at
www.holliseden.com.

Statements made in this press release may constitute forward-looking statements
and are subject to numerous risks and uncertainties, including the failure to
successfully complete pivotal clinical trials, the Company's future capital
needs, the Company's ability to obtain additional funding and required
regulatory approvals, the development of competitive products by other
companies, and other risks detailed from time to time in the Company's filings
with the Securities and Exchange Commission. The actual results may differ
materially from those contained in this press release.


Contact:

Terren S. Peizer         Media:                        Investors:
President                Melanie Guy                   Sanjay Sabnani
Hollis-Eden              Russell-Welsh, Inc.           Coffin Communications
Pharmaceuticals, Inc.    (650) 312-0700, ext. 20       (818) 789-0100, ext. 113
(619) 587-9333

EX-99.2

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                                                                    EXHIBIT 99.2


FOR IMMEDIATE RELEASE

                     HOLLIS-EDEN RAISES ANOTHER $12 MILLION
                  THROUGH SECOND PRIVATE PLACEMENT IN JANUARY

SAN DIEGO -February 1, 1999 - Hollis-Eden Pharmaceuticals, Inc. (NASDAQ: HEPH)
today announced the completion of a $12 million private placement of 648,649
shares of common stock at $18.50 per share to Los Angeles-based Robert E.
Petersen, founder of Petersen Publishing Company.

Last week, Hollis-Eden announced a $13 million private placement led by Capital
Research and Management Co.  The two private placements, totaling $25 million,
combined with previous cash on hand, will give the company approximately $52
million in capital.  The company will now have approximately 10,467,764 shares
of common stock outstanding.

"We are pleased that quality investors like Robert Petersen and Capital Research
and Management Group are taking significant positions in Hollis-Eden," said
Richard Hollis, chairman and chief executive officer of Hollis-Eden.   "A strong
balance sheet is necessary to accelerate the expansion of our human resources,
and support the development of HE2000, now approaching clinical trials, and also
our next two drug candidates for HIV/AIDS and hepatitis."

Hollis-Eden Pharmaceuticals, Inc. is a San Diego-based biopharmaceutical company
engaged in the development and commercialization of products for the treatment
of infectious diseases and immune system disorders.  For more information about
Hollis-Eden, contact the company's Web site at www.holliseden.com.

Statements made in this press release may constitute forward-looking statements
and are subject to numerous risks and uncertainties, including the failure to
successfully complete pivotal clinical trials, the Company's future capital
needs, the Company's ability to obtain additional funding and required
regulatory approvals, the development of competitive products by other
companies, and other risks detailed from time to time in the Company's filings
with the Securities and Exchange Commission.  The actual results may differ
materially from those contained in this press release.

Contact:            
                    Media:                        Investors:
                    Melanie Guy                   Sanjay Sabnani
                    Russell-Welsh, Inc.           Coffin Communications
                    (650) 312-0700, ext. 20       (818) 789-0100

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