8-K

                     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



                             February 14, 2000
                -----------------------------------------------
                Date of Report (Date of earliest event reported)


                       INHALE THERAPEUTIC SYSTEMS, INC.
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            (Exact name of registrant as specified in its charter)



           Delaware                    023556            94-3134940
- -------------------------------    -------------      ------------------
(State or other jurisdiction of     (Commission       (I.R.S. Employer
        incorporation)              File Number)      Identification No.)



                            150 Industrial Road
                            San Carlos, CA 94070
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                  (Address of principal executive offices)


                               (650) 631-3100
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            (Registrant's telephone number, including area code)


             --------------------------------------------------
                 (Former name, if changed since last report)


                                      1.


ITEM 5.  OTHER EVENTS


     On February 14, 2000, Inhale Therapeutic Systems, Inc. announced that
the initial purchasers have exercised their $30 million over-allotment option
granted pursuant to a purchase agreement dated February 2, 2000 with respect
to the Company's 5.0% convertible subordinated notes due February 8, 2007.
The closing of the over-allotment increases the aggregate principal amount of
convertible subordinated notes to $230 million.  A press release relating to
the issuance is attached hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)  Exhibits

              99.1  Press Release dated February 14, 2000


                                      2.



                                  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.


                                        INHALE THERAPEUTIC SYSTEMS, INC.


Dated: February 14, 2000                By:  /s/ Brigid A. Makes
                                             ----------------------------------
                                             Brigid A. Makes
                                             Chief Financial Officer and
                                             Vice President of Finance and
                                             Administration


                                      3.

EX-99.1

                                 EXHIBIT 99.1



   INHALE ANNOUNCES EXERCISE OF $30 MILLION OVER-ALLOTMENT OF CONVERTIBLE NOTES

SAN CARLOS, CALIF., FEBRUARY 14, 2000 -- Inhale Therapeutic Systems, Inc.
(Nasdaq:INHL) today announced that the initial purchasers have exercised
their $30 million over-allotment option granted pursuant to a purchase
agreement dated February 2, 2000 with respect to Inhale's 5.0% convertible
subordinated notes due February 8, 2007.  The closing of the over-allotment
increases the aggregate principal amount of convertible subordinated notes to
$230 million.  The offering of the notes was made to qualified institutional
buyers under Rule 144A of the Securities Act of 1933, as amended.

Interest on the notes accrues at a rate of 5.0% per year, subject to
adjustment in certain circumstances.  The notes mature in 2007 and are
convertible into shares of Inhale's common stock at a conversion price of
$76.71 per share, subject to adjustment in certain circumstances.

The notes offered will not be registered under the Securities Act or
applicable state securities laws, and may not be offered or sold in the
United States absent registration under the Securities Act and applicable
state securities laws or available exemptions from the registration
requirements.

This release contains forward-looking statements that reflect management's
current views as to Inhale's collaborative arrangements, clinical trials,
product developments, manufacturing scale-up, and other future events and
operations.  These forward-looking statements involve uncertainties and other
risks that are detailed in  Inhale's reports and other filings with the SEC,
including its Form 10-Q for the fiscal quarter ended Sept. 30, 1999.  Actual
results could differ materially from these forward-looking statements.


                                      4.