content: <PAGE>
  
                         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 21, 2000
                                                          -------------------
  
  
                                   DEPOMED, INC.
  ------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
  
  
            California                     001-13111              94-3229046
  --------------------------------  -----------------------  ---------------------
  (State or other jurisdiction of    (Commission File No.)     (I.R.S. Employer
   incorporation)                                             Identification No.)
  
  
                                366 Lakeside Drive
                           Foster City, California 94404
  ------------------------------------------------------------------------------
               (Address of principal executive offices and zip code)
  
  
    Registrant's telephone number, including area code:      (650) 513-0990
                                                           ----------------------
  <PAGE>
  
  Item 5.  Other Events.
  
       On January 21, 2000, DepoMed, Inc. (the "Company") completed definitive
  joint venture agreements with Elan International Services, Ltd. ("EIS"), a
  wholly owned subsidiary of Elan Corporation, PLC ("Elan"), to use proprietary
  gastric retention oral drug delivery technologies initially to develop one
  therapeutic product with the expectation that a series of gastric retention
  products may be developed.  Pursuant to the transaction, the Company and EIS
  entered into a Securities Purchase Agreement, a Company Registration Rights
  Agreement and a Convertible Promissory Note; Elan, Elan Pharma International
  Limited, a subsidiary of Elan ("EPIL"), EIS and the Company entered into a
  Funding Agreement; the newly created joint venture ("Newco") and the Company
  entered into a Newco Registration Rights Agreement; Elan, EPIL, Newco and the
  Company entered into an Elan License Agreement; the Company, Newco and Elan
  entered into a Company License Agreement; and Elan, EPIL, EIS, the Company and
  Newco entered into a Subscription, Joint Development and Operating Agreement
  (collectively, the "Transaction Documents").
  
       Pursuant to the Transaction Documents, EIS purchased $5,000,000 of the
  Company's Common Stock at $7.00 per share, the proceeds of which may be used by
  the Company without restriction.  Separately, the Company purchased 6,000 shares
  of Newco's initial outstanding shares of voting common stock and 3,612 shares of
  Newco's initial outstanding shares of nonvoting convertible preferred stock,
  together representing on a fully diluted basis 80.1% of the aggregate
  outstanding shares of Newco, for $12.015 million.  In addition, pursuant to the
  Transaction Documents EIS acquired 2,388 shares of nonvoting convertible
  preferred stock of Newco, representing on a fully diluted basis 19.9% of the
  aggregate outstanding shares of Newco.  The Company obtained funds to provide
  its portion of the Newco funding by issuing and selling 12,015 shares of a newly
  created series of convertible, exchangeable preferred stock to EIS, for a
  purchase price of $12.015 million, convertible into the Company's Common Stock
  at a price of $12 per share.  For a period of two years following the signing of
  the Transaction Documents, and at the request of the Company, Elan is required
  to lend up to $8.010 million to the Company to fund development work at Newco,
  which loan, to the extent made, will bear compound interest of 9% per year, be
  convertible into the Company's Common Stock at a price of $10 per share, and be
  payable together with all interest on January 21, 2006.
  
       Except for certain exclusions necessitated by existing agreements of Elan
  and the Company, Newco will have nonexclusive access to specific Elan and
  Company gastric retention technologies for the purpose of specific product
  development.  Newco will use proceeds from its stock sales to purchase from Elan
  technology license rights.
  
       The Securities Purchase Agreement is attached hereto as Exhibit 1.1, the
  Company Registration Rights Agreement is attached hereto as Exhibit 1.2, the
  Newco Registration Rights Agreement is attached hereto as Exhibit 1.3, the
  Funding Agreement is attached hereto as Exhibit 1.4, the Subscription, Joint
  Development and Operating Agreement is attached hereto as Exhibit 1.5, the
  Convertible Promissory Note is attached hereto as Exhibit 1.6, the Company
  License Agreement is attached hereto as Exhibit 1.7 and the Elan License
  Agreement is attached hereto as Exhibit 1.8.  The Certificate of Determination
  of Preferences and Rights of Series A Preferred Stock of the Company is attached
  hereto as Exhibit 1.9.
  
                                         2
  <PAGE>
  
  Item 7.  Exhibits.
           --------
  
          1.1*   Securities Purchase Agreement, dated as of January 21, 2000,
                 between the Company and EIS.
  
          1.2    Company Registration Rights Agreement, dated as of January 21,
                 2000, by and between the Company and EIS.
  
          1.3    Newco Registration Rights Agreement, dated as of January 21,
                 2000, by and among Newco, the Company and EIS.
  
          1.4    Funding Agreement, dated as of January 21, 2000, among Elan,
                 EPIL, EIS and the Company.
  
          1.5*   Subscription, Joint Development and Operating Agreement, dated as
                 of January 21, 2000, among Elan, EPIL, EIS, the Company and
                 Newco.
  
          1.6    Convertible Promissory Note, dated as of January 21, 2000, issue
                 by the Company to EIS.
  
          1.7*   Company License Agreement, dated as of January 21, 2000, among
                 the Company, Newco and Elan.
  
          1.8*   Elan License Agreement, dated as of January 21, 2000, among Elan,
                 EPIL, Newco and the Company.
  
          1.9    Certificate of Determination of Rights and Preferences of Series
                 A Preferred Stock filed with the State of California on January
                 14, 2000.
  
  --------------------
  * Confidential treatment requested
  
                      [REST OF PAGE INTENTIONALLY LEFT BLANK]
  
                                         3
  <PAGE>
  
                                     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, thereto duly authorized.
  
                           DEPOMED, INC.
  
  
                           By:  /s/ John W. Fara
                                ----------------------------------------------
                                John W. Fara
                                President and Chief Executive Officer
  
  
       Date:  February 18, 2000
  
                                         4
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  Exhibit       Description
  -------       -----------
  
       1.1*     Securities Purchase Agreement, dated as of January 21, 2000,
                between the Company and EIS.
  
       1.2      Company Registration Rights Agreement, dated as of January 21,
                2000, by and between the Company and EIS.
  
       1.3      Newco Registration Rights Agreement, dated as of January 21, 2000,
                by and among Newco, the Company and EIS.
  
       1.4      Funding Agreement, dated as of January 21, 2000, among Elan, EPIL,
                EIS and the Company.
  
       1.5*     Subscription, Joint Development and Operating Agreement, dated as
                of January 21, 2000, among Elan, EPIL, EIS, the Company and Newco.
  
       1.6      Convertible Promissory Note, dated as of January 21, 2000 issued
                by the Company to EIS.
  
       1.7*     Company License Agreement, dated as of January 21, 2000, among the
                Company, Newco and Elan.
  
       1.8*     Elan License Agreement, dated as of January 21, 2000, among Elan,
                EPIL, Newco and the Company.
  
       1.9      Certificate of Determination of Rights and Preferences of Series A
                Preferred Stock filed with the State of California on January 14,
                2000.
  
  --------------
  * Confidential treatment requested
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text: 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 21, 2000
                                                          -------------------
  
                                   DEPOMED, INC.
  ------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
            California                     001-13111              94-3229046
  --------------------------------  -----------------------  ---------------------
  (State or other jurisdiction of    (Commission File No.)     (I.R.S. Employer
   incorporation)                                             Identification No.)
  
                                366 Lakeside Drive
                           Foster City, California 94404
  ------------------------------------------------------------------------------
               (Address of principal executive offices and zip code)
  
    Registrant's telephone number, including area code:      (650) 513-0990
                                                           ----------------------
  Item 5.  Other Events.
  
       On January 21, 2000, DepoMed, Inc. (the "Company") completed definitive
  joint venture agreements with Elan International Services, Ltd. ("EIS"), a
  wholly owned subsidiary of Elan Corporation, PLC ("Elan"), to use proprietary
  gastric retention oral drug delivery technologies initially to develop one
  therapeutic product with the expectation that a series of gastric retention
  products may be developed.  Pursuant to the transaction, the Company and EIS
  entered into a Securities Purchase Agreement, a Company Registration Rights
  Agreement and a Convertible Promissory Note; Elan, Elan Pharma International
  Limited, a subsidiary of Elan ("EPIL"), EIS and the Company entered into a
  Funding Agreement; the newly created joint venture ("Newco") and the Company
  entered into a Newco Registration Rights Agreement; Elan, EPIL, Newco and the
  Company entered into an Elan License Agreement; the Company, Newco and Elan
  entered into a Company License Agreement; and Elan, EPIL, EIS, the Company and
  Newco entered into a Subscription, Joint Development and Operating Agreement
  (collectively, the "Transaction Documents").
  
       Pursuant to the Transaction Documents, EIS purchased $5,000,000 of the
  Company's Common Stock at $7.00 per share, the proceeds of which may be used by
  the Company without restriction.  Separately, the Company purchased 6,000 shares
  of Newco's initial outstanding shares of voting common stock and 3,612 shares of
  Newco's initial outstanding shares of nonvoting convertible preferred stock,
  together representing on a fully diluted basis 80.1% of the aggregate
  outstanding shares of Newco, for $12.015 million.  In addition, pursuant to the
  Transaction Documents EIS acquired 2,388 shares of nonvoting convertible
  preferred stock of Newco, representing on a fully diluted basis 19.9% of the
  aggregate outstanding shares of Newco.  The Company obtained funds to provide
  its portion of the Newco funding by issuing and selling 12,015 shares of a newly
  created series of convertible, exchangeable preferred stock to EIS, for a
  purchase price of $12.015 million, convertible into the Company's Common Stock
  at a price of $12 per share.  For a period of two years following the signing of
  the Transaction Documents, and at the request of the Company, Elan is required
  to lend up to $8.010 million to the Company to fund development work at Newco,
  which loan, to the extent made, will bear compound interest of 9% per year, be
  convertible into the Company's Common Stock at a price of $10 per share, and be
  payable together with all interest on January 21, 2006.
  
       Except for certain exclusions necessitated by existing agreements of Elan
  and the Company, Newco will have nonexclusive access to specific Elan and
  Company gastric retention technologies for the purpose of specific product
  development.  Newco will use proceeds from its stock sales to purchase from Elan
  technology license rights.
  
       The Securities Purchase Agreement is attached hereto as Exhibit 1.1, the
  Company Registration Rights Agreement is attached hereto as Exhibit 1.2, the
  Newco Registration Rights Agreement is attached hereto as Exhibit 1.3, the
  Funding Agreement is attached hereto as Exhibit 1.4, the Subscription, Joint
  Development and Operating Agreement is attached hereto as Exhibit 1.5, the
  Convertible Promissory Note is attached hereto as Exhibit 1.6, the Company
  License Agreement is attached hereto as Exhibit 1.7 and the Elan License
  Agreement is attached hereto as Exhibit 1.8.  The Certificate of Determination
  of Preferences and Rights of Series A Preferred Stock of the Company is attached
  hereto as Exhibit 1.9.
  
                                         2
  Item 7.  Exhibits.
           --------
  
          1.1*   Securities Purchase Agreement, dated as of January 21, 2000,
                 between the Company and EIS.
  
          1.2    Company Registration Rights Agreement, dated as of January 21,
                 2000, by and between the Company and EIS.
  
          1.3    Newco Registration Rights Agreement, dated as of January 21,
                 2000, by and among Newco, the Company and EIS.
  
          1.4    Funding Agreement, dated as of January 21, 2000, among Elan,
                 EPIL, EIS and the Company.
  
          1.5*   Subscription, Joint Development and Operating Agreement, dated as
                 of January 21, 2000, among Elan, EPIL, EIS, the Company and
                 Newco.
  
          1.6    Convertible Promissory Note, dated as of January 21, 2000, issue
                 by the Company to EIS.
  
          1.7*   Company License Agreement, dated as of January 21, 2000, among
                 the Company, Newco and Elan.
  
          1.8*   Elan License Agreement, dated as of January 21, 2000, among Elan,
                 EPIL, Newco and the Company.
  
          1.9    Certificate of Determination of Rights and Preferences of Series
                 A Preferred Stock filed with the State of California on January
                 14, 2000.
  
  --------------------
  * Confidential treatment requested
  
                      [REST OF PAGE INTENTIONALLY LEFT BLANK]
  
                                         3
  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, thereto duly authorized.
  
                           DEPOMED, INC.
  
                           By:  /s/ John W. Fara
                                ----------------------------------------------
                                John W. Fara
                                President and Chief Executive Officer
  
       Date:  February 18, 2000
  
                                         4
  EXHIBIT INDEX
  
  Exhibit       Description
  -------       -----------
  
       1.1*     Securities Purchase Agreement, dated as of January 21, 2000,
                between the Company and EIS.
  
       1.2      Company Registration Rights Agreement, dated as of January 21,
                2000, by and between the Company and EIS.
  
       1.3      Newco Registration Rights Agreement, dated as of January 21, 2000,
                by and among Newco, the Company and EIS.
  
       1.4      Funding Agreement, dated as of January 21, 2000, among Elan, EPIL,
                EIS and the Company.
  
       1.5*     Subscription, Joint Development and Operating Agreement, dated as
                of January 21, 2000, among Elan, EPIL, EIS, the Company and Newco.
  
       1.6      Convertible Promissory Note, dated as of January 21, 2000 issued
                by the Company to EIS.
  
       1.7*     Company License Agreement, dated as of January 21, 2000, among the
                Company, Newco and Elan.
  
       1.8*     Elan License Agreement, dated as of January 21, 2000, among Elan,
                EPIL, Newco and the Company.
  
       1.9      Certificate of Determination of Rights and Preferences of Series A
                Preferred Stock filed with the State of California on January 14,
                2000.
  
  --------------
  * Confidential treatment requested