AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2002
                                                           REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 EXELIXIS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                       04-3257395
     (State or other jurisdiction of        (I.R.S.  Employer
     incorporation  or  organization)     Identification  Number)

                                 170 Harbor Way
                                  P.O. Box 511
                          South San Francisco, CA 94083
                                 (650) 837-7000
                    (Address of principal executive offices)

                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plans)

                                  Glen Y. Sato
                             Chief Financial Officer
                                 Exelixis, Inc.
                                 170 Harbor Way
                                  P.O. Box 511
                          South San Francisco, CA 94083
                                 (650) 837-7000
(Name, address, including zip code, and telephone number, including area code,of
                               agent for service)

                                   Copies to:
                              ROBERT L. JONES, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                           PALO ALTO, CALIFORNIA 94306

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                                 PROPOSED MAXIMUM
TITLE OF CLASS OF SECURITIES      AMOUNT TO BE      PROPOSED MAXIMUM OFFERING    AGGREGATE OFFERING       AMOUNT OF
 TO BE REGISTERED                 REGISTERED(1)        PRICE PER SHARE (2)           PRICE (2)        REGISTRATION FEE
------------------------------  -----------------  ---------------------------  --------------------  -----------------
<S>                             <C>                <C>                          <C>                   <C>
------------------------------  -----------------  ---------------------------  --------------------  -----------------
Stock Options and Common Stock    3,979,304 shares  $         11.225 - 14.9949  $      50,219,461.44  $        4,620.19
(par value $.001)
=======================================================================================================================
</TABLE>

(1)     This  Registration Statement shall cover any additional shares of common
stock  that  become  issuable  under  the  2000  Equity  Incentive  Plan,  2000
Non-Employee  Directors' Stock Option Plan and 2000 Employee Stock Purchase Plan
set  forth herein by reason of any stock dividend, stock split, recapitalization
or  any other similar transaction without receipt of consideration which results
in  an  increase  in the number of shares of the Registrant's outstanding common
stock.

(2)     Estimated  solely  for  the  purpose  of  calculating  the amount of the
registration  fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933,  as  amended  (the  "Act").  The  offering  price  per share and aggregate
offering  price  for  the unissued stock options and common stock are based upon
the  average  of  the  high  and  low prices of the Registrant's common stock as
reported  on the Nasdaq National Market System on February 8, 2002. The offering
price  per  share and aggregate offering price for the outstanding stock options
are  based  upon  a  weighted  average  exercise price of such options. The
following  chart  illustrates  the  calculation  of  the  registration  fee:


<TABLE>
<CAPTION>


TITLE OF SHARES                                                    NUMBER OF SHARES   OFFERING PRICE PER   AGGREGATE OFFERING
                                                                                             SHARE               PRICE
<S>                                                                <C>                <C>                  <C>
Shares issuable pursuant to unissued stock options                         1,617,056  $            11.225  $     18,151,453.60
pursuant to the 2000 Equity Incentive Plan

Shares issuable pursuant to outstanding stock options                      1,472,652  $           14.9949  $     22,082,292.74
pursuant to the 2000 Equity Incentive Plan

Shares issuable pursuant to unissued stock options                           444,798  $            11.225  $      4,992,857.55
pursuant to the 2000 Non-Employee Directors' Stock Option Plan

Shares issuable pursuant to the 2000 Employee Stock Purchase Plan            444,798  $            11.225  $      4,992,857.55

Proposed Maximum Aggregate Offering Price                                                                  $     50,219,461.44
</TABLE>

     Approximate  date  of commencement of proposed sale to the public:  as soon
as  practicable  after  this  Registration  Statement  becomes  effective.

<PAGE>
                                EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is being filed for the purpose of
registering an additional: (i) 3,089,708 shares of the Registrant's common stock
to  be  issued  pursuant  to  the  Registrant's 2000 Equity Incentive Plan; (ii)
444,798  shares  of  the  Registrant's common stock to be issued pursuant to the
Registrant's  2000 Non-Employee Directors' Stock Option Plan;  and (iii) 444,798
shares  of  the  Registrant's  common  stock  to  be  issued  pursuant  to  the
Registrant's  2000  Employee  Stock  Purchase  Plan.



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  contents  of  the Registration Statements on Form S-8 (relating to the 2000
Equity  Incentive  Plan, 2000 Non-Employee Directors' Stock Option Plan and 2000
Employee Stock Purchase Plan) File Nos. 333-35862 and 333-57026 previously filed
with  the  SEC  on  April  28,  2000  and  March  14,  2001,  respectively,  are
incorporated  by  reference  herein.

<PAGE>

                                  EXHIBIT INDEX
EXHIBIT
NUMBER   DESCRIPTION

4.1*     Amended  and  Restated  Certificate  of  Incorporation  of the Company.

4.2*     Restated  Bylaws  of  the  Company.

5.1      Opinion  of  Cooley  Godward  LLP.

23.1     Consent  of  Independent  Accountants.

23.2     Consent  of  Cooley  Godward  LLP  is  contained in Exhibit 5.1 to this
         Registration  Statement.

24.1     Power  of  Attorney  is  contained  on  the  signature  pages  to  this
         Registration  Statement.

99.1*    2000  Equity  Incentive  Plan.

99.2*    2000  Employee  Stock  Purchase  Plan.

99.3*    2000  Non-Employee  Directors'  Stock  Option  Plan.

________________________
*Incorporated  by reference to the Company's Registration Statement on Form S-1,
as  amended  (File  No.333-96335),  originally filed with the SEC on February 7,
2000.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 South San Francisco, State of California, on February
11,  2002.

                                                       EXELIXIS,  INC.


                                                       By: /s/ George A. Scangos
                                                       -------------------------
                                                        George A. Scangos, Ph.D.
                                                        President  and  Chief
                                                        Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below  constitutes and appoints George A. Scangos and Glen Y. Sato, and
each  or  any  one of them, his true and lawful attorney-in-fact and agent, with
full  power  of  substitution and resubstitution, for him and in his name, place
and  stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and  Exchange  Commission,  granting unto said attorneys-in-fact and
agents,  and  each  of them, full power and authority to do and perform each and
every  act and thing requisite and necessary to be done in connection therewith,
as  fully  to all intents and purposes as he might or could do in person, hereby
ratifying  and  confirming all that said attorneys-in-fact and agents, or any of
them,  or their or his substitutes or substitute, may lawfully do or cause to be
done  by  virtue  hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has  been  signed by the following persons in the
capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>

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

/s/ George A. Scangos            President, Chief Executive          February 11, 2002
------------------------------   Officer and Director
  George A. Scangos, Ph.D.       (Principal Executive Officer)

/s/ Glen Y. Sato                 Chief Financial Officer             February 11, 2002
------------------------------   (Principal Financial and
  Glen Y. Sato                   Accounting Officer)

 /s/ Stelios Papadopoulos        Chairman of the Board of
-------------------------------  Directors                           February 11, 2002
  Stelios Papadopoulos, Ph.D.

------------------------------   Director
 Charles Cohen, Ph.D.

 ------------------------------  Director
  Jurgen Drews, M.D.

 /s/ Geoffrey Duyk               Director                            February 11, 2002
-------------------------------
  Geoffrey Duyk, M.D., Ph.D.

 /s/ Jason Fisherman             Director                            February  11, 2002
-------------------------------
  Jason S. Fisherman, M.D.

/s/ Jean-Francois Formela        Director                            February  11, 2002
-------------------------------
  Jean-Francois Formela, M.D.

/s/ Vincent T. Marchesi          Director                            February 11, 2002
-------------------------------
  Vincent T. Marchesi, Ph.D.

/s/ Peter Stadler                Director                            February 11, 2002
-------------------------------
  Peter Stadler, Ph.D.

 ------------------------------  Director
  Lance Willsey, M.D.
</TABLE>



                                  EXHIBIT INDEX
EXHIBIT
NUMBER   DESCRIPTION

4.1*     Amended  and  Restated  Certificate  of  Incorporation  of the Company.

4.2*     Restated  Bylaws  of  the  Company.

5.1      Opinion  of  Cooley  Godward  LLP.

23.1     Consent  of  Independent  Accountants.

23.2     Consent  of  Cooley  Godward  LLP  is  contained in Exhibit 5.1 to this
         Registration  Statement.

24.1     Power  of  Attorney  is  contained  on  the  signature  pages  to  this
         Registration  Statement.

99.1*    2000  Equity  Incentive  Plan.

99.2*    2000  Employee  Stock  Purchase  Plan.

99.3*    2000  Non-Employee  Directors'  Stock  Option  Plan.

________________________
*Incorporated  by reference to the Company's Registration Statement on Form S-1,
as  amended  (File  No.333-96335),  originally filed with the SEC on February 7,
2000.

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 12683}]
{"company-data": {"conformed-name": "EXELIXIS INC", "cik": "0000939767", "assigned-sic": "8731", "irs-number": "043257395", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82722", "film-number": "02543332"}, "business-address": {"street1": "170 HARBOR WAY", "street2": "P O BOX 511", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94083", "phone": "6508252200"}, "mail-address": {"street1": "170 HARBOR WAY", "street2": "P O BOX 511", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94083"}, "former-company": {"former-conformed-name": "EXELIXIS PHARMACEUTICALS INC", "date-changed": "20000106"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2002
                                                           REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 EXELIXIS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                       04-3257395
     (State or other jurisdiction of        (I.R.S.  Employer
     incorporation  or  organization)     Identification  Number)

                                 170 Harbor Way
                                  P.O. Box 511
                          South San Francisco, CA 94083
                                 (650) 837-7000
                    (Address of principal executive offices)

                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plans)

                                  Glen Y. Sato
                             Chief Financial Officer
                                 Exelixis, Inc.
                                 170 Harbor Way
                                  P.O. Box 511
                          South San Francisco, CA 94083
                                 (650) 837-7000
(Name, address, including zip code, and telephone number, including area code,of
                               agent for service)

                                   Copies to:
                              ROBERT L. JONES, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                           PALO ALTO, CALIFORNIA 94306
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                                 PROPOSED MAXIMUM
TITLE OF CLASS OF SECURITIES      AMOUNT TO BE      PROPOSED MAXIMUM OFFERING    AGGREGATE OFFERING       AMOUNT OF
 TO BE REGISTERED                 REGISTERED(1)        PRICE PER SHARE (2)           PRICE (2)        REGISTRATION FEE
------------------------------  -----------------  ---------------------------  --------------------  -----------------
------------------------------  -----------------  ---------------------------  --------------------  -----------------
Stock Options and Common Stock    3,979,304 shares  $         11.225 - 14.9949  $      50,219,461.44  $        4,620.19
(par value $.001)
=======================================================================================================================
(1)     This  Registration Statement shall cover any additional shares of common
stock  that  become  issuable  under  the  2000  Equity  Incentive  Plan,  2000
Non-Employee  Directors' Stock Option Plan and 2000 Employee Stock Purchase Plan
set  forth herein by reason of any stock dividend, stock split, recapitalization
or  any other similar transaction without receipt of consideration which results
in  an  increase  in the number of shares of the Registrant's outstanding common
stock.

(2)     Estimated  solely  for  the  purpose  of  calculating  the amount of the
registration  fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933,  as  amended  (the  "Act").  The  offering  price  per share and aggregate
offering  price  for  the unissued stock options and common stock are based upon
the  average  of  the  high  and  low prices of the Registrant's common stock as
reported  on the Nasdaq National Market System on February 8, 2002. The offering
price  per  share and aggregate offering price for the outstanding stock options
are  based  upon  a  weighted  average  exercise price of such options. The
following  chart  illustrates  the  calculation  of  the  registration  fee:
TITLE OF SHARES                                                    NUMBER OF SHARES   OFFERING PRICE PER   AGGREGATE OFFERING
                                                                                             SHARE               PRICE
Shares issuable pursuant to unissued stock options                         1,617,056  $            11.225  $     18,151,453.60
pursuant to the 2000 Equity Incentive Plan

Shares issuable pursuant to outstanding stock options                      1,472,652  $           14.9949  $     22,082,292.74
pursuant to the 2000 Equity Incentive Plan

Shares issuable pursuant to unissued stock options                           444,798  $            11.225  $      4,992,857.55
pursuant to the 2000 Non-Employee Directors' Stock Option Plan

Shares issuable pursuant to the 2000 Employee Stock Purchase Plan            444,798  $            11.225  $      4,992,857.55

Proposed Maximum Aggregate Offering Price                                                                  $     50,219,461.44
Approximate  date  of commencement of proposed sale to the public:  as soon
as  practicable  after  this  Registration  Statement  becomes  effective.
EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is being filed for the purpose of
registering an additional: (i) 3,089,708 shares of the Registrant's common stock
to  be  issued  pursuant  to  the  Registrant's 2000 Equity Incentive Plan; (ii)
444,798  shares  of  the  Registrant's common stock to be issued pursuant to the
Registrant's  2000 Non-Employee Directors' Stock Option Plan;  and (iii) 444,798
shares  of  the  Registrant's  common  stock  to  be  issued  pursuant  to  the
Registrant's  2000  Employee  Stock  Purchase  Plan.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  contents  of  the Registration Statements on Form S-8 (relating to the 2000
Equity  Incentive  Plan, 2000 Non-Employee Directors' Stock Option Plan and 2000
Employee Stock Purchase Plan) File Nos. 333-35862 and 333-57026 previously filed
with  the  SEC  on  April  28,  2000  and  March  14,  2001,  respectively,  are
incorporated  by  reference  herein.
EXHIBIT INDEX
EXHIBIT
NUMBER   DESCRIPTION

4.1*     Amended  and  Restated  Certificate  of  Incorporation  of the Company.

4.2*     Restated  Bylaws  of  the  Company.

5.1      Opinion  of  Cooley  Godward  LLP.

23.1     Consent  of  Independent  Accountants.

23.2     Consent  of  Cooley  Godward  LLP  is  contained in Exhibit 5.1 to this
         Registration  Statement.

24.1     Power  of  Attorney  is  contained  on  the  signature  pages  to  this
         Registration  Statement.

99.1*    2000  Equity  Incentive  Plan.

99.2*    2000  Employee  Stock  Purchase  Plan.

99.3*    2000  Non-Employee  Directors'  Stock  Option  Plan.

________________________
*Incorporated  by reference to the Company's Registration Statement on Form S-1,
as  amended  (File  No.333-96335),  originally filed with the SEC on February 7,
2000.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 South San Francisco, State of California, on February
11,  2002.

                                                       EXELIXIS,  INC.

                                                       By: /s/ George A. Scangos
                                                       -------------------------
                                                        George A. Scangos, Ph.D.
                                                        President  and  Chief
                                                        Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below  constitutes and appoints George A. Scangos and Glen Y. Sato, and
each  or  any  one of them, his true and lawful attorney-in-fact and agent, with
full  power  of  substitution and resubstitution, for him and in his name, place
and  stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and  Exchange  Commission,  granting unto said attorneys-in-fact and
agents,  and  each  of them, full power and authority to do and perform each and
every  act and thing requisite and necessary to be done in connection therewith,
as  fully  to all intents and purposes as he might or could do in person, hereby
ratifying  and  confirming all that said attorneys-in-fact and agents, or any of
them,  or their or his substitutes or substitute, may lawfully do or cause to be
done  by  virtue  hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has  been  signed by the following persons in the
capacities  and  on  the  dates  indicated.
SIGNATURE                        TITLE                               DATE
------------------------------   ----------------------------------  ------------------

/s/ George A. Scangos            President, Chief Executive          February 11, 2002
------------------------------   Officer and Director
  George A. Scangos, Ph.D.       (Principal Executive Officer)

/s/ Glen Y. Sato                 Chief Financial Officer             February 11, 2002
------------------------------   (Principal Financial and
  Glen Y. Sato                   Accounting Officer)

 /s/ Stelios Papadopoulos        Chairman of the Board of
-------------------------------  Directors                           February 11, 2002
  Stelios Papadopoulos, Ph.D.

------------------------------   Director
 Charles Cohen, Ph.D.

 ------------------------------  Director
  Jurgen Drews, M.D.

 /s/ Geoffrey Duyk               Director                            February 11, 2002
-------------------------------
  Geoffrey Duyk, M.D., Ph.D.

 /s/ Jason Fisherman             Director                            February  11, 2002
-------------------------------
  Jason S. Fisherman, M.D.

/s/ Jean-Francois Formela        Director                            February  11, 2002
-------------------------------
  Jean-Francois Formela, M.D.

/s/ Vincent T. Marchesi          Director                            February 11, 2002
-------------------------------
  Vincent T. Marchesi, Ph.D.

/s/ Peter Stadler                Director                            February 11, 2002
-------------------------------
  Peter Stadler, Ph.D.

 ------------------------------  Director
  Lance Willsey, M.D.
EXHIBIT INDEX
EXHIBIT
NUMBER   DESCRIPTION

4.1*     Amended  and  Restated  Certificate  of  Incorporation  of the Company.

4.2*     Restated  Bylaws  of  the  Company.

5.1      Opinion  of  Cooley  Godward  LLP.

23.1     Consent  of  Independent  Accountants.

23.2     Consent  of  Cooley  Godward  LLP  is  contained in Exhibit 5.1 to this
         Registration  Statement.

24.1     Power  of  Attorney  is  contained  on  the  signature  pages  to  this
         Registration  Statement.

99.1*    2000  Equity  Incentive  Plan.

99.2*    2000  Employee  Stock  Purchase  Plan.

99.3*    2000  Non-Employee  Directors'  Stock  Option  Plan.

________________________
*Incorporated  by reference to the Company's Registration Statement on Form S-1,
as  amended  (File  No.333-96335),  originally filed with the SEC on February 7,
2000.