As filed with the Securities and Exchange Commission on June 23, 2003

                                                     Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                       LIGAND PHARMACEUTICALS INCORPORATED
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   77-0160744
                        (IRS Employer Identification No.)

                           10275 SCIENCE CENTER DRIVE
                           SAN DIEGO, CALIFORNIA 92121
               (Address of principal executive offices) (Zip Code)



                            2002 STOCK INCENTIVE PLAN
                        2002 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)



                                DAVID E. ROBINSON
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       LIGAND PHARMACEUTICALS INCORPORATED
             10275 SCIENCE CENTER DRIVE, SAN DIEGO, CALIFORNIA 92121
                     (Name and address of agent for service)

                                 (858) 550-7500
          (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 Title of Securities to       Amount to be        Proposed Maximum Offering   Proposed Maximum Aggregate        Amount of
     be Registered           Registered (1)            Price Per Share              Offering Price           Registration Fee
------------------------- ---------------------- ---------------------------- ---------------------------- ---------------------
<C>                              <C>                        <C>                          <C>                         <C>
2002 STOCK INCENTIVE             750,000                   $13.60 (2)                 $10,200,000 (2)              $  825.18
PLAN Common Stock, par
value $0.001

2002 EMPLOYEE STOCK              400,000                   $13.60 (2)                 $ 5,440,000 (2)              $  440.10
PURCHASE PLAN Common
Stock, par value $0.001

Aggregate Amount of                                                                                                $1,265.68
Registration Fee
</TABLE>


<PAGE>

(1)  This  registration  statement  shall  also cover any  additional  shares of
     Registrant's  Common  Stock  which  become  issuable  under the 2002  Stock
     Incentive  Plan and the 2002 Employee  Stock Purchase Plan by reason of any
     stock dividend, stock split,  recapitalization or other similar transaction
     effected without our receipt of consideration  which results in an increase
     in the number of our outstanding shares of Common Stock.

(2)  Calculated  solely for  purposes  of this  offering  under Rule  457(h) and
     457(c)  of the  Securities  Act of 1933,  as  amended,  on the basis of the
     average high and low selling prices per share of Registrant's  Common Stock
     on June 19, 2003, as reported by the Nasdaq National Market.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0300 for further information on the public
reference room. Our SEC filings are also available to the public at the SEC's
website at http://www.sec.gov.








                                       2


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this registration statement, and later information
filed with the SEC will update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, until
our offering is complete:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended December 31,
          2002, filed on March 21, 2003;

     (b)  Our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2003, filed on May 5, 2003;

     (c)  Our Current Reports on Form 8-K, filed on April 2, 2003, April 24,
          2003, and May 15, 2003;

     (d)  The description of our common stock contained in our registration
          statement on Form 8-A, filed on November 21, 1994, including any
          amendments or reports filed for the purpose of updating such
          descriptions;

     (e)  The description of the preferred stock purchase rights of our common
          stock contained in our registration statement on Form 8-A, filed on
          September 30, 1996, including any amendments or reports filed for the
          purpose of updating such descriptions.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at:

                       Ligand Pharmaceuticals Incorporated
                            Attn: Investor Relations
                            10275 Science Center Road
                        San Diego, California 92121-1117
                                 (858) 550-7500

     YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS REGISTRATION STATEMENT OR ANY RELATED
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE
DOCUMENT.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     An opinion passing upon the validity of the shares of common stock
registered under this registration statement has been given to us by Clifford
Chance US LLP, San Diego, California.


                                      II-1

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General Corporation Law, we have broad
powers to indemnify our directors and officers against liabilities they may
incur in such capacities, including liabilities under the Securities Act.

     Our amended and restated certificate of incorporation provides for the
indemnification of all persons to the fullest extent permissible under Delaware
law.

     Our amended and restated by-laws provide for the indemnification of
officers, directors and third parties acting on our behalf if such person acted
in good faith and in a manner reasonably believed to be in and not opposed to
our best interest, and, with respect to any criminal action or proceeding, the
indemnified party had no reason to believe his or her conduct was unlawful.

     We maintain directors and officers insurance providing indemnification for
our directors and certain of our officers for certain liabilities.

     We also entered into indemnification agreements between us and our
directors and officers, which may be sufficiently broad to permit
indemnification of our officers and directors for liabilities arising under the
Securities Act.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER     EXHIBIT
-------    -------
<S>        <C>
4.1       Instruments defining the rights of stockholders. Reference to our
          registration statement on Form 8-A filed on November 21, 1994
          (incorporated into this registration statement by reference), our
          Amended and Restated Certificate of Incorporation (incorporated into
          this registration statement by reference to Exhibit 3.1 to our
          registration statement on Form S-4 filed on July 9, 1998), our Bylaws
          (incorporated into this registration statement by reference to Exhibit
          3.3 of our registration statement on Form S-4 filed on July 9, 1998),
          our Amended Certificate of Designation of Rights, Preferences and
          Privileges of Series A Participating Preferred Stock (incorporated
          into this registration statement by reference to Exhibit 3.3 to our
          quarterly report on Form 10-Q for the period ended March 31, 1999),
          our registration statement on Form 8-A filed on September 30, 1996 and
          our specimen stock certificate for shares of our common stock
          (incorporated into this registration statement by reference to Exhibit
          4.1 filed with our registration statement filed on April 16, 1992 as
          amended), including any amendments or reports filed for the purposes
          of updating such descriptions.

5.1       Opinion and Consent of Clifford Chance US LLP.

23.1      Consent of Clifford Chance US LLP (contained in Exhibit 5.1)

23.2      Consent of Deloitte & Touche, LLP, Independent Auditors.

24.1      Power of Attorney. Reference is made to page II-5 of this registration
          statement.

99.1      2002 Stock Incentive Plan (as amended June 20, 2003).

99.2      2002 Employee Stock Purchase Plan (as amended June 20, 2003).
</TABLE>


                                      II-2

<PAGE>

ITEM 9. UNDERTAKINGS.

          (a) The undersigned registrant hereby undertakes: to file, during
          any period in which offers or sales are being made, a post-effective
          amendment to this registration statement: (i) to include any
          prospectus required by Section 10(a)(3) of the Securities Act of 1933;
          (ii) to reflect in the prospectus any facts or events arising after
          the effective date of this registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement. Notwithstanding the foregoing, any
          increase or decrease in the volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and (iii) to include any material information
          with respect to the plan of distribution not previously disclosed in
          this registration statement or any material change to such information
          in this registration statement; PROVIDED, HOWEVER, (1) that clauses
          (1)(i) and (1)(ii) do not apply if [if the registration statement is
          on Form S-3, Form S-8 or Form F-3, and] the information required to be
          included in a post-effective amendment by those clauses is contained
          in periodic reports filed with or furnished to the Commission by the
          registrant pursuant to Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference into this
          registration statement; (2) that, for the purpose of determining any
          liability under the Securities Act of 1933, each such post-effective
          amendment shall be deemed to be a new registration statement relating
          to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial BONA FIDE offering
          thereof; and (3) to remove from registration by means of a
          post-effective amendment any of the securities being registered which
          remain unsold upon the termination of the offering.

          (b) The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of our annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in this registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial BONA FIDE offering thereof.

          (c) The undersigned registrant hereby undertakes to deliver or
          cause to be delivered with the prospectus, to each person to whom the
          prospectus is sent or given, the latest annual report, to security
          holders that is incorporated by reference in the prospectus and
          furnished pursuant to and meeting the requirements of Rule 14a-3 or
          Rule 14c-3 under the Securities Exchange Act of 1934; and, where
          interim financial information required to be presented by Article 3 of
          Regulation S-X is not set forth in the prospectus, to deliver, or
          cause to be delivered to each person to whom the prospectus is sent or
          given, the latest quarterly report that is specifically incorporated
          by reference in the prospectus to provide such interim financial
          information.


                                      II-3

<PAGE>


          (d) Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the indemnification
          provisions summarized in Item 6 above, or otherwise, the registrant
          has been advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as expressed
          in the Act and is, therefore, unenforceable. In the event that a claim
          for indemnification against such liabilities (other than the payment
          by the registrant of expenses incurred or paid by a director, officer
          or controlling person of the registrant in the successful defense of
          any action, suit or proceeding) is asserted by such director, officer
          or controlling person in connection with the securities being
          registered, the registrant will, unless in the opinion of its counsel
          the matter has been settled by controlling precedent, submit to a
          court of appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in the Act
          and will be governed by the final adjudication of such issue.






                                      II-4
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on this 23rd day of
June, 2003.

                           LIGAND PHARMACEUTICALS INCORPORATED


                           By       /S/DAVID E. ROBINSON
                                    -------------------------------------
                                    David E. Robinson
                                    President and Chief Executive Officer


                                POWER OF ATTORNEY

                       KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Ligand Pharmaceuticals
Incorporated, a Delaware corporation, do hereby constitute and appoint David E.
Robinson and Paul V. Maier, and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this registration statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this registration statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
registration statement, and to any and all instruments or documents filed as
part of or in conjunction with this registration statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                            TITLE                                                DATE
---------                                            -----                                                ----
<S>                                                  <C>                                                  <C>

/S/DAVID E. ROBINSON                                 President and Chief Executive Officer                June 23, 2003
------------------------------------------------     and Director (Principal Executive
David E. Robinson                                    Officer)


/S/PAUL V. MAIER                                     Vice President, Chief Financial Officer,             June 23, 2003
------------------------------------------------     (Principal Financial and Accounting Officer)
Paul V. Maier


/S/HENRY F. BLISSENBACH                              Director                                             June 23, 2003
------------------------------------------------
Henry F. Blissenbach
</TABLE>




                                      II-5

<PAGE>

<TABLE>
<S>                                                  <C>                                                  <C>

/S/ALEXANDER D. CROSS                                Director                                            June 23, 2003
------------------------------------------------
Alexander D. Cross


/S/JOHN GROOM                                        Director                                            June 23, 2003
------------------------------------------------
John Groom


/S/IRVING S. JOHNSON                                 Director                                            June 23, 2003
------------------------------------------------
Irving S. Johnson


/S/JOHN W. KOZARICH                                  Director                                            June 23, 2003
------------------------------------------------
John W. Kozarich


/S/CARL C. PECK                                      Director                                            June 23, 2003
------------------------------------------------
Carl C. Peck


/S/MICHAEL A. ROCCA                                  Director                                            June 23, 2003
------------------------------------------------
Michael A. Rocca
</TABLE>





                                      II-6

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                       LIGAND PHARMACEUTICALS INCORPORATED




<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER     EXHIBIT
-------    -------
<S>        <C>
4.1       Instruments defining the rights of stockholders. Reference to our
          registration statement on Form 8-A filed on November 21, 1994
          (incorporated into this registration statement by reference), our
          Amended and Restated Certificate of Incorporation (incorporated into
          this registration statement by reference to Exhibit 3.1 to our
          registration statement on Form S-4 filed on July 9, 1998), our Bylaws
          (incorporated into this registration statement by reference to Exhibit
          3.3 of our registration statement on Form S-4 filed on July 9, 1998),
          our Amended Certificate of Designation of Rights, Preferences and
          Privileges of Series A Participating Preferred Stock (incorporated
          into this registration statement by reference to Exhibit 3.3 to our
          quarterly report on Form 10-Q for the period ended March 31, 1999),
          our registration statement on Form 8-A filed on September 30, 1996 and
          our specimen stock certificate for shares of our common stock
          (incorporated into this registration statement by reference to Exhibit
          4.1 filed with our registration statement filed on April 16, 1992 as
          amended), including any amendments or reports filed for the purposes
          of updating such descriptions.

5.1       Opinion and Consent of Clifford Chance US LLP.

23.1      Consent of Clifford Chance US LLP (contained in Exhibit 5.1)

23.2      Consent of Deloitte & Touche, LLP, Independent Auditors.

24.1      Power of Attorney. Reference is made to page II-5 of this registration
          statement.

99.1      2002 Stock Incentive Plan (as amended June 20, 2003).

99.2      2002 Employee Stock Purchase Plan (as amended June 20, 2003).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s82003.txt", "description": "2003 S-8", "secsgml_size_bytes": 23406}]
{"company-data": {"conformed-name": "LIGAND PHARMACEUTICALS INC", "cik": "0000886163", "assigned-sic": "2834", "irs-number": "770160744", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106375", "film-number": "03753052"}, "business-address": {"street1": "10275 SCIENCE CENTER DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121-1117", "phone": "8585507500"}, "mail-address": {"street1": "10275 SCIENCE CENTER DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121-1117"}}
As filed with the Securities and Exchange Commission on June 23, 2003

                                                     Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                       LIGAND PHARMACEUTICALS INCORPORATED
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   77-0160744
                        (IRS Employer Identification No.)

                           10275 SCIENCE CENTER DRIVE
                           SAN DIEGO, CALIFORNIA 92121
               (Address of principal executive offices) (Zip Code)

                            2002 STOCK INCENTIVE PLAN
                        2002 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                DAVID E. ROBINSON
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       LIGAND PHARMACEUTICALS INCORPORATED
             10275 SCIENCE CENTER DRIVE, SAN DIEGO, CALIFORNIA 92121
                     (Name and address of agent for service)

                                 (858) 550-7500
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities to       Amount to be        Proposed Maximum Offering   Proposed Maximum Aggregate        Amount of
     be Registered           Registered (1)            Price Per Share              Offering Price           Registration Fee
------------------------- ---------------------- ---------------------------- ---------------------------- ---------------------
2002 STOCK INCENTIVE             750,000                   $13.60 (2)                 $10,200,000 (2)              $  825.18
PLAN Common Stock, par
value $0.001

2002 EMPLOYEE STOCK              400,000                   $13.60 (2)                 $ 5,440,000 (2)              $  440.10
PURCHASE PLAN Common
Stock, par value $0.001

Aggregate Amount of                                                                                                $1,265.68
Registration Fee
(1)  This  registration  statement  shall  also cover any  additional  shares of
     Registrant's  Common  Stock  which  become  issuable  under the 2002  Stock
     Incentive  Plan and the 2002 Employee  Stock Purchase Plan by reason of any
     stock dividend, stock split,  recapitalization or other similar transaction
     effected without our receipt of consideration  which results in an increase
     in the number of our outstanding shares of Common Stock.

(2)  Calculated  solely for  purposes  of this  offering  under Rule  457(h) and
     457(c)  of the  Securities  Act of 1933,  as  amended,  on the basis of the
     average high and low selling prices per share of Registrant's  Common Stock
     on June 19, 2003, as reported by the Nasdaq National Market.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0300 for further information on the public
reference room. Our SEC filings are also available to the public at the SEC's
website at http://www.sec.gov.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this registration statement, and later information
filed with the SEC will update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, until
our offering is complete:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended December 31,
          2002, filed on March 21, 2003;

     (b)  Our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2003, filed on May 5, 2003;

     (c)  Our Current Reports on Form 8-K, filed on April 2, 2003, April 24,
          2003, and May 15, 2003;

     (d)  The description of our common stock contained in our registration
          statement on Form 8-A, filed on November 21, 1994, including any
          amendments or reports filed for the purpose of updating such
          descriptions;

     (e)  The description of the preferred stock purchase rights of our common
          stock contained in our registration statement on Form 8-A, filed on
          September 30, 1996, including any amendments or reports filed for the
          purpose of updating such descriptions.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at:

                       Ligand Pharmaceuticals Incorporated
                            Attn: Investor Relations
                            10275 Science Center Road
                        San Diego, California 92121-1117
                                 (858) 550-7500

     YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS REGISTRATION STATEMENT OR ANY RELATED
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE
DOCUMENT.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     An opinion passing upon the validity of the shares of common stock
registered under this registration statement has been given to us by Clifford
Chance US LLP, San Diego, California.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General Corporation Law, we have broad
powers to indemnify our directors and officers against liabilities they may
incur in such capacities, including liabilities under the Securities Act.

     Our amended and restated certificate of incorporation provides for the
indemnification of all persons to the fullest extent permissible under Delaware
law.

     Our amended and restated by-laws provide for the indemnification of
officers, directors and third parties acting on our behalf if such person acted
in good faith and in a manner reasonably believed to be in and not opposed to
our best interest, and, with respect to any criminal action or proceeding, the
indemnified party had no reason to believe his or her conduct was unlawful.

     We maintain directors and officers insurance providing indemnification for
our directors and certain of our officers for certain liabilities.

     We also entered into indemnification agreements between us and our
directors and officers, which may be sufficiently broad to permit
indemnification of our officers and directors for liabilities arising under the
Securities Act.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.
EXHIBIT
NUMBER     EXHIBIT
-------    -------
4.1       Instruments defining the rights of stockholders. Reference to our
          registration statement on Form 8-A filed on November 21, 1994
          (incorporated into this registration statement by reference), our
          Amended and Restated Certificate of Incorporation (incorporated into
          this registration statement by reference to Exhibit 3.1 to our
          registration statement on Form S-4 filed on July 9, 1998), our Bylaws
          (incorporated into this registration statement by reference to Exhibit
          3.3 of our registration statement on Form S-4 filed on July 9, 1998),
          our Amended Certificate of Designation of Rights, Preferences and
          Privileges of Series A Participating Preferred Stock (incorporated
          into this registration statement by reference to Exhibit 3.3 to our
          quarterly report on Form 10-Q for the period ended March 31, 1999),
          our registration statement on Form 8-A filed on September 30, 1996 and
          our specimen stock certificate for shares of our common stock
          (incorporated into this registration statement by reference to Exhibit
          4.1 filed with our registration statement filed on April 16, 1992 as
          amended), including any amendments or reports filed for the purposes
          of updating such descriptions.

5.1       Opinion and Consent of Clifford Chance US LLP.

23.1      Consent of Clifford Chance US LLP (contained in Exhibit 5.1)

23.2      Consent of Deloitte & Touche, LLP, Independent Auditors.

24.1      Power of Attorney. Reference is made to page II-5 of this registration
          statement.

99.1      2002 Stock Incentive Plan (as amended June 20, 2003).

99.2      2002 Employee Stock Purchase Plan (as amended June 20, 2003).
II-2
ITEM 9. UNDERTAKINGS.

          (a) The undersigned registrant hereby undertakes: to file, during
          any period in which offers or sales are being made, a post-effective
          amendment to this registration statement: (i) to include any
          prospectus required by Section 10(a)(3) of the Securities Act of 1933;
          (ii) to reflect in the prospectus any facts or events arising after
          the effective date of this registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement. Notwithstanding the foregoing, any
          increase or decrease in the volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and (iii) to include any material information
          with respect to the plan of distribution not previously disclosed in
          this registration statement or any material change to such information
          in this registration statement; PROVIDED, HOWEVER, (1) that clauses
          (1)(i) and (1)(ii) do not apply if [if the registration statement is
          on Form S-3, Form S-8 or Form F-3, and] the information required to be
          included in a post-effective amendment by those clauses is contained
          in periodic reports filed with or furnished to the Commission by the
          registrant pursuant to Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference into this
          registration statement; (2) that, for the purpose of determining any
          liability under the Securities Act of 1933, each such post-effective
          amendment shall be deemed to be a new registration statement relating
          to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial BONA FIDE offering
          thereof; and (3) to remove from registration by means of a
          post-effective amendment any of the securities being registered which
          remain unsold upon the termination of the offering.

          (b) The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of our annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in this registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial BONA FIDE offering thereof.

          (c) The undersigned registrant hereby undertakes to deliver or
          cause to be delivered with the prospectus, to each person to whom the
          prospectus is sent or given, the latest annual report, to security
          holders that is incorporated by reference in the prospectus and
          furnished pursuant to and meeting the requirements of Rule 14a-3 or
          Rule 14c-3 under the Securities Exchange Act of 1934; and, where
          interim financial information required to be presented by Article 3 of
          Regulation S-X is not set forth in the prospectus, to deliver, or
          cause to be delivered to each person to whom the prospectus is sent or
          given, the latest quarterly report that is specifically incorporated
          by reference in the prospectus to provide such interim financial
          information.

                                      II-3
(d) Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the indemnification
          provisions summarized in Item 6 above, or otherwise, the registrant
          has been advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as expressed
          in the Act and is, therefore, unenforceable. In the event that a claim
          for indemnification against such liabilities (other than the payment
          by the registrant of expenses incurred or paid by a director, officer
          or controlling person of the registrant in the successful defense of
          any action, suit or proceeding) is asserted by such director, officer
          or controlling person in connection with the securities being
          registered, the registrant will, unless in the opinion of its counsel
          the matter has been settled by controlling precedent, submit to a
          court of appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in the Act
          and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on this 23rd day of
June, 2003.

                           LIGAND PHARMACEUTICALS INCORPORATED

                           By       /S/DAVID E. ROBINSON
                                    -------------------------------------
                                    David E. Robinson
                                    President and Chief Executive Officer

                                POWER OF ATTORNEY

                       KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Ligand Pharmaceuticals
Incorporated, a Delaware corporation, do hereby constitute and appoint David E.
Robinson and Paul V. Maier, and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this registration statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this registration statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
registration statement, and to any and all instruments or documents filed as
part of or in conjunction with this registration statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                            TITLE                                                DATE
---------                                            -----                                                ----
/S/DAVID E. ROBINSON                                 President and Chief Executive Officer                June 23, 2003
------------------------------------------------     and Director (Principal Executive
David E. Robinson                                    Officer)

/S/PAUL V. MAIER                                     Vice President, Chief Financial Officer,             June 23, 2003
------------------------------------------------     (Principal Financial and Accounting Officer)
Paul V. Maier

/S/HENRY F. BLISSENBACH                              Director                                             June 23, 2003
------------------------------------------------
Henry F. Blissenbach
II-5
/S/ALEXANDER D. CROSS                                Director                                            June 23, 2003
------------------------------------------------
Alexander D. Cross

/S/JOHN GROOM                                        Director                                            June 23, 2003
------------------------------------------------
John Groom

/S/IRVING S. JOHNSON                                 Director                                            June 23, 2003
------------------------------------------------
Irving S. Johnson

/S/JOHN W. KOZARICH                                  Director                                            June 23, 2003
------------------------------------------------
John W. Kozarich

/S/CARL C. PECK                                      Director                                            June 23, 2003
------------------------------------------------
Carl C. Peck

/S/MICHAEL A. ROCCA                                  Director                                            June 23, 2003
------------------------------------------------
Michael A. Rocca
II-6
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                       LIGAND PHARMACEUTICALS INCORPORATED
EXHIBIT INDEX
EXHIBIT
NUMBER     EXHIBIT
-------    -------
4.1       Instruments defining the rights of stockholders. Reference to our
          registration statement on Form 8-A filed on November 21, 1994
          (incorporated into this registration statement by reference), our
          Amended and Restated Certificate of Incorporation (incorporated into
          this registration statement by reference to Exhibit 3.1 to our
          registration statement on Form S-4 filed on July 9, 1998), our Bylaws
          (incorporated into this registration statement by reference to Exhibit
          3.3 of our registration statement on Form S-4 filed on July 9, 1998),
          our Amended Certificate of Designation of Rights, Preferences and
          Privileges of Series A Participating Preferred Stock (incorporated
          into this registration statement by reference to Exhibit 3.3 to our
          quarterly report on Form 10-Q for the period ended March 31, 1999),
          our registration statement on Form 8-A filed on September 30, 1996 and
          our specimen stock certificate for shares of our common stock
          (incorporated into this registration statement by reference to Exhibit
          4.1 filed with our registration statement filed on April 16, 1992 as
          amended), including any amendments or reports filed for the purposes
          of updating such descriptions.

5.1       Opinion and Consent of Clifford Chance US LLP.

23.1      Consent of Clifford Chance US LLP (contained in Exhibit 5.1)

23.2      Consent of Deloitte & Touche, LLP, Independent Auditors.

24.1      Power of Attorney. Reference is made to page II-5 of this registration
          statement.

99.1      2002 Stock Incentive Plan (as amended June 20, 2003).

99.2      2002 Employee Stock Purchase Plan (as amended June 20, 2003).