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

                                  August 26, 1997




                                   ICOS CORPORATION
                 (Exact name of registrant as specified in its charter) 

            Delaware                    0-19171                  91-1463450
 (State or other jurisdiction of   (Commission File No.)      (I.R.S. Employer
  incorporation or organization)                             Identification No.)

22021 20th Avenue Southeast, Bothell WA                               98021 
(Address of principal executive offices)                           (Zip Code)


                                      (425)485-1900
                    (Registrant's telephone number, including area code)
                                    

<PAGE>




ITEM 5. Other Events

     On August 15, 1997, ICOS Corporation (the "Company" or "ICOS")
announced that its affiliate, ICOS Clinical Partners, L.P. (the
"Partnership") completed the sale to private investors of interests in
Partnership.  Proceeds from this offering will be used by the
Partnership to fund the continued development of products based on three
compounds from ICOS' research and development programs:  Hu23F2G, 
PAH-AH and ICM3 (the "Partnership Products").

     The above proceeds include the proceeds of an initial sale of the
limited partnership interests on June 5, 1997 (the "Initial Closing").
The Initial Closing resulted in net proceeds due to the Partnership of
approximately $58 million with approximately $14 million payable to the
Partnership on the Initial Closing and the balance paid in installments
over a three-year period.  In connection with the Initial Closing, ICOS
issued warrants to purchase an aggregate of 5,539,800 shares of ICOS
Common Stock.  The warrants will be exercisable over a four-year period
commencing in October 1998 at an exercise price of $9.13 per share. 

     The final sale on August 15, 1997 (the "Final Closing"), resulted
in net proceeds due to the Partnership of approximately $21.0 million
with approximately $5.4 million payable to the Partnership on the Final
Closing with the balance paid in installments over a three-year period.
In connection with the Final Closing, ICOS issued warrants to purchase
an aggregate of 2,010,800 shares of ICOS Common Stock.  The warrants
will be exercisable over a four year period commencing in October 1998
at an exercise price of $10.35 per share.  

     In addition, ICOS will issue in June 1999, subject to certain
requirements, warrants to purchase an aggregate of 7,548,400 shares of
ICOS Common Stock.  Such additional warrants, if issued, will be
exercisable over a five year period commencing in July 1999 at an
exercise price to be determined at the time of issuance of such warrants
and which is expected to reflect a 25% premium over the then-prevailing
market price for ICOS Common Stock. 

     ICOS has granted the Partnership an exclusive license for the human
therapeutic uses of Partnership Products based on rPAF-AH in the United
States and Partnership Products based on Hu23F2G and ICM3 throughout the
world, excluding Japan (the "Territory"), in exchange for a one-time
nonrefundable license fee of approximately $3.3 million for each of the
three Partnership Products paid in connection with the Initial Closing.



                                   -1-
<PAGE>


     The Partnership granted ICOS a royalty-bearing exclusive right and
license (the "Interim License") to make, have made, use, modify, improve
and sell the Partnership Products.  The Interim License will terminate
if ICOS does not exercise the Purchase Option, described below, and in
certain other circumstances. 

     ICOS will, to the extent of available Partnership funds, perform
research, development and experimentation on behalf of the Partnership.
Payments by the Partnership under a Product Development Agreement will
be based on the period from May 1, 1997 through June 30, 1997 and each
three-month period thereafter.

     ICOS has an option to purchase all of the limited partnership
interests in the Partnership (the "Purchase Option").  ICOS may exercise
the Purchase Option to purchase all the Interests at any time prior to
the expiration of the Purchase Option.  The Purchase Option will expire
on the earlier of (i) 48 months after the first commercial sale of a
Partnership Product under the Interim License and (ii) 45 days after the
last day of the first month in which the royalties paid by ICOS to the
Partnership under the Interim License equal fifteen percent (15%) of the
Limited Partners' capital contributions (but not earlier than 24 months
after the first commercial sale of a Partnership Product).

     Upon exercise of the Purchase Option, ICOS will pay to each
Interest holder an advance royalty of 16% of such investor's contributed
capital (the "Advance Payment").  ICOS will then, on a quarterly basis,
make royalty payments to the investors on sales of Partnership Products
in the Territory.  To the extent that the quarterly royalties do not
aggregate to 16% of the Interest holder's contributed capital in each of
the next four years and 20% in the fifth year (the "Minimum Royalty
Period"), ICOS will be obligated to make an annual minimum royalty
payment such that the total payments for each year will equal the
applicable percentages of the Interest holder's contributed capital (the
"Minimum Royalty Payment").  The Minimum Royalty Period will expire at
such time as the Interest holders have received payments from all
sources equal to 100% of their contributed capital.

     Certain executive officers and directors of ICOS participated in
the financing by purchasing interests representing approximately 10% of
the total interests sold to the investors.

     ICOS may, at its election, pay an unit holder's Advance Payment and
Minimum Royalty Payments with shares of Common Stock valued, with
respect to the Advance Payment, at the average Nasdaq National Market
closing price per share of Common Stock on the 30 trading days
immediately preceding the fifth trading day before ICOS delivers its
notice to exercise the Purchase Option and with respect to any Minimum
Royalty Payment, at the average Nasdaq National Market closing price per


                                   -2-
<PAGE>


share of Common Stock on the 30 trading days immediately preceding the
last day of the year to which the Minimum Royalty Payment pertains.

     Royalty payments to the unit holders on sales of Partnership
Products by ICOS or any licensee of ICOS will continue until the later
of (i) the last day of the calendar month of the thirteenth anniversary
of the date of the first commercial sale of the first Partnership
Product and (ii) the last day of the calendar month of the eleventh
anniversary of the date of exercise of the Purchase Option.



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

    (c) See Exhibit Index

                               SIGNATURE

     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.

                                          ICOS CORPORATION


Dated:  August 26, 1997                   By  /s/ HOWARD S. MENDELSOHN
                                              Howard S. Mendelsohn
                                              Chief Accounting Officer






                                   -3-
<PAGE>




                                 EXHIBIT INDEX


Exhibit Number          Description
                                                   
10.1                    Agreement of Limited Partnership dated as of 
                        June 5, 1997, by and among ICOS Development
                        Corporation, as general partner, and each of
                        the limited partners of ICOS Clinical Partners, L.P.

10.2                    Purchase Agreement dated as of June 5, 1997
                        between the Registrant and each of the Limited
                        Partners from time to time of ICOS Clinical
                        Partners, L.P. *

10.3                    Product Development Agreement, dated as of 
                        June 5, 1997, by and between the Registrant and
                        ICOS Clinical Partners, L.P. *

--------------------------

* Portions of the Exhibit have been omitted and have been filed seperately 
  pursuant to an application for confidential treatment filed with the
  Securities and Exchange Commission under Rule 24(b)2 under the Securities
  Act of 1934, amended.
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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

                                  August 26, 1997

                                   ICOS CORPORATION
                 (Exact name of registrant as specified in its charter) 

            Delaware                    0-19171                  91-1463450
 (State or other jurisdiction of   (Commission File No.)      (I.R.S. Employer
  incorporation or organization)                             Identification No.)

22021 20th Avenue Southeast, Bothell WA                               98021 
(Address of principal executive offices)                           (Zip Code)

                                      (425)485-1900
                    (Registrant's telephone number, including area code)
ITEM 5. Other Events

     On August 15, 1997, ICOS Corporation (the "Company" or "ICOS")
announced that its affiliate, ICOS Clinical Partners, L.P. (the
"Partnership") completed the sale to private investors of interests in
Partnership.  Proceeds from this offering will be used by the
Partnership to fund the continued development of products based on three
compounds from ICOS' research and development programs:  Hu23F2G, 
PAH-AH and ICM3 (the "Partnership Products").

     The above proceeds include the proceeds of an initial sale of the
limited partnership interests on June 5, 1997 (the "Initial Closing").
The Initial Closing resulted in net proceeds due to the Partnership of
approximately $58 million with approximately $14 million payable to the
Partnership on the Initial Closing and the balance paid in installments
over a three-year period.  In connection with the Initial Closing, ICOS
issued warrants to purchase an aggregate of 5,539,800 shares of ICOS
Common Stock.  The warrants will be exercisable over a four-year period
commencing in October 1998 at an exercise price of $9.13 per share. 

     The final sale on August 15, 1997 (the "Final Closing"), resulted
in net proceeds due to the Partnership of approximately $21.0 million
with approximately $5.4 million payable to the Partnership on the Final
Closing with the balance paid in installments over a three-year period.
In connection with the Final Closing, ICOS issued warrants to purchase
an aggregate of 2,010,800 shares of ICOS Common Stock.  The warrants
will be exercisable over a four year period commencing in October 1998
at an exercise price of $10.35 per share.  

     In addition, ICOS will issue in June 1999, subject to certain
requirements, warrants to purchase an aggregate of 7,548,400 shares of
ICOS Common Stock.  Such additional warrants, if issued, will be
exercisable over a five year period commencing in July 1999 at an
exercise price to be determined at the time of issuance of such warrants
and which is expected to reflect a 25% premium over the then-prevailing
market price for ICOS Common Stock. 

     ICOS has granted the Partnership an exclusive license for the human
therapeutic uses of Partnership Products based on rPAF-AH in the United
States and Partnership Products based on Hu23F2G and ICM3 throughout the
world, excluding Japan (the "Territory"), in exchange for a one-time
nonrefundable license fee of approximately $3.3 million for each of the
three Partnership Products paid in connection with the Initial Closing.

                                   -1-
The Partnership granted ICOS a royalty-bearing exclusive right and
license (the "Interim License") to make, have made, use, modify, improve
and sell the Partnership Products.  The Interim License will terminate
if ICOS does not exercise the Purchase Option, described below, and in
certain other circumstances. 

     ICOS will, to the extent of available Partnership funds, perform
research, development and experimentation on behalf of the Partnership.
Payments by the Partnership under a Product Development Agreement will
be based on the period from May 1, 1997 through June 30, 1997 and each
three-month period thereafter.

     ICOS has an option to purchase all of the limited partnership
interests in the Partnership (the "Purchase Option").  ICOS may exercise
the Purchase Option to purchase all the Interests at any time prior to
the expiration of the Purchase Option.  The Purchase Option will expire
on the earlier of (i) 48 months after the first commercial sale of a
Partnership Product under the Interim License and (ii) 45 days after the
last day of the first month in which the royalties paid by ICOS to the
Partnership under the Interim License equal fifteen percent (15%) of the
Limited Partners' capital contributions (but not earlier than 24 months
after the first commercial sale of a Partnership Product).

     Upon exercise of the Purchase Option, ICOS will pay to each
Interest holder an advance royalty of 16% of such investor's contributed
capital (the "Advance Payment").  ICOS will then, on a quarterly basis,
make royalty payments to the investors on sales of Partnership Products
in the Territory.  To the extent that the quarterly royalties do not
aggregate to 16% of the Interest holder's contributed capital in each of
the next four years and 20% in the fifth year (the "Minimum Royalty
Period"), ICOS will be obligated to make an annual minimum royalty
payment such that the total payments for each year will equal the
applicable percentages of the Interest holder's contributed capital (the
"Minimum Royalty Payment").  The Minimum Royalty Period will expire at
such time as the Interest holders have received payments from all
sources equal to 100% of their contributed capital.

     Certain executive officers and directors of ICOS participated in
the financing by purchasing interests representing approximately 10% of
the total interests sold to the investors.

     ICOS may, at its election, pay an unit holder's Advance Payment and
Minimum Royalty Payments with shares of Common Stock valued, with
respect to the Advance Payment, at the average Nasdaq National Market
closing price per share of Common Stock on the 30 trading days
immediately preceding the fifth trading day before ICOS delivers its
notice to exercise the Purchase Option and with respect to any Minimum
Royalty Payment, at the average Nasdaq National Market closing price per

                                   -2-
share of Common Stock on the 30 trading days immediately preceding the
last day of the year to which the Minimum Royalty Payment pertains.

     Royalty payments to the unit holders on sales of Partnership
Products by ICOS or any licensee of ICOS will continue until the later
of (i) the last day of the calendar month of the thirteenth anniversary
of the date of the first commercial sale of the first Partnership
Product and (ii) the last day of the calendar month of the eleventh
anniversary of the date of exercise of the Purchase Option.

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

    (c) See Exhibit Index

                               SIGNATURE

     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.

                                          ICOS CORPORATION

Dated:  August 26, 1997                   By  /s/ HOWARD S. MENDELSOHN
                                              Howard S. Mendelsohn
                                              Chief Accounting Officer

                                   -3-
EXHIBIT INDEX

Exhibit Number          Description
                                                   
10.1                    Agreement of Limited Partnership dated as of 
                        June 5, 1997, by and among ICOS Development
                        Corporation, as general partner, and each of
                        the limited partners of ICOS Clinical Partners, L.P.

10.2                    Purchase Agreement dated as of June 5, 1997
                        between the Registrant and each of the Limited
                        Partners from time to time of ICOS Clinical
                        Partners, L.P. *

10.3                    Product Development Agreement, dated as of 
                        June 5, 1997, by and between the Registrant and
                        ICOS Clinical Partners, L.P. *

--------------------------

* Portions of the Exhibit have been omitted and have been filed seperately 
  pursuant to an application for confidential treatment filed with the
  Securities and Exchange Commission under Rule 24(b)2 under the Securities
  Act of 1934, amended.