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)

                           EXELIXIS, INC. 401(k) Plan
                            (Full title of the plan)

                                  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 (1)        REGISTRATION FEE
------------------------------  -----------------  ---------------------------  --------------------  -----------------
<S>                             <C>                <C>                          <C>                   <C>
------------------------------  -----------------  ---------------------------  --------------------  -----------------
Common Stock (par value $.001)     250,000  shares  $                  11.225   $          2,806,250  $          258.18

=======================================================================================================================
</TABLE>

(1)     Pursuant  to  Rule  416(a), this Registration Statement shall also cover
any  additional  shares  of Registrant's common stock that become issuable under
the  401(k)  Plan by reason of any stock dividend, stock split, recapitalization
or  other  similar  transaction  effected  without receipt of consideration that
increases  the  number  of  outstanding  shares  of  Registrant's  common stock.

(2)     Estimated  solely  for  the  purpose  of  calculating  the amount of the
registration  fee  pursuant to Rule 457(h)  under the Securities Act of 1933, as
amended  (the "Act").  The offering price per share and aggregate offering price
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
pursuant  to  Rule  457(c)  under  the  Act.

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by Exelixis, Inc. (the "Company") with the
Securities  and  Exchange  Commission  (the "SEC") are incorporated by reference
into  this  Registration  Statement:

     (A)     The  Company's annual report on Form 10-K for the fiscal year ended
December  31,  2000;

     (B) The Company's definitive proxy statement on Schedule 14A filed on April
6,  2001;

     (C) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2001;

     (D) The Company's current reports on Form 8-K filed on May 15, July 18,
July 26, December 20, 2001 and January 11, 2002; and

     (E) The description of the Company's common stock which is contained in the
Registration  Statement on Form 8-A filed on April 6, 2000, under the Securities
Exchange  Act  of 1934, as amended (the "Exchange Act"), including any amendment
or  report  filed  for  the  purpose  of  updating  such  description.

     All  reports and other documents subsequently filed by the Company pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of  a  post-effective amendment which indicates that all securities offered have
been  sold  or  which deregisters all securities then remaining unsold, shall be
deemed  to  be  incorporated  by  reference  herein  and  to  be  a part of this
Registration  Statement  from  the  date  of  the  filing  of  such  reports and
documents.

                            DESCRIPTION OF SECURITIES

Not  applicable.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the common stock offered hereby will be passed upon for the
Company  by  Cooley  Godward  LLP,  Palo  Alto,  California.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under  Section 145 of the Delaware General Corporation Law, the Company has
broad  powers  to  indemnify its directors and officers against liabilities they
may  incur  in  such capacities, including liabilities under the Securities Act.
The  Restated  Bylaws  of  the  Company  require  the  Company  to indemnify its
directors  and executive officers, and permit the Company to indemnify its other
officers,  employees  and other agents, to the extent permitted by Delaware law.
Under  the  Bylaws,  indemnified  parties  are  entitled  to indemnification for
negligence,  gross  negligence and otherwise to the fullest extent permitted  by
the  Bylaws.  The Bylaws also require the Company to advance litigation expenses
in  the  case  of  stockholder  derivative actions, or other actions, against an
undertaking  by the indemnified party to repay such advances if it is ultimately
determined  that  the  indemnified  party  is  not  entitled to indemnification.

     The  Company  has  entered  into  indemnity  agreements  with  each  of its
directors  and  executive officers. Such indemnity agreements contain provisions
which  are in some respects broader than the specific indemnification provisions
contained  in  Delaware  law. The Company also maintains an insurance policy for
its  directors  and  executive  officers  insuring  against  certain liabilities
arising  in  their  capacities  as  such.



                       EXEMPTION FROM REGISTRATION CLAIMED

Not  applicable.

<PAGE>

                                    EXHIBITS
EXHIBIT
NUMBER

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     Exelixis,  Inc.  401(k)  Plan.

99.2     Exelixis,  Inc.  401(k)  Plan  Adoption  Agreement.


________________________
*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>

                                  UNDERTAKINGS

1.     The  undersigned  registrant  hereby  undertakes:

     (a)     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;

          (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 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in
the  aggregate,  the  changes  in  volume and price represent no more than a 20%
change  in the maximum aggregate offering price set forth in the "Calculation of
Registration  Fee"  table  in  the  effective  registration  statement;

          (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,  that  paragraphs  (a)(i)  and  (a)(ii)  do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section  13  or  Section  15(d)  of  the  Exchange  Act that are incorporated by
reference  herein.

     (b)     That,  for  the  purpose  of  determining  any  liability under the
Securities  Act,  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.

     (c)  To  remove  from  registration  by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.

2.     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Exchange  Act  (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by  reference  herein  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.

3.     Insofar  as  indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers and controlling persons of the
Registrant  pursuant  to  the foregoing provisions, 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 Securities 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  Securities Act and will be governed by the final
adjudication  of  such  issue.

<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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, 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>

<PAGE>

                                    EXHIBITS
EXHIBIT
NUMBER

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     Exelixis,  Inc.  401(k)  Plan.

99.2     Exelixis,  Inc.  401(k)  Plan  Adoption  Agreement.


________________________
*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", "description": "401KPLAN", "secsgml_size_bytes": 17301}]
{"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": "333-82724", "film-number": "02543721"}, "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)

                           EXELIXIS, INC. 401(k) Plan
                            (Full title of the plan)

                                  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 (1)        REGISTRATION FEE
------------------------------  -----------------  ---------------------------  --------------------  -----------------
------------------------------  -----------------  ---------------------------  --------------------  -----------------
Common Stock (par value $.001)     250,000  shares  $                  11.225   $          2,806,250  $          258.18

=======================================================================================================================
(1)     Pursuant  to  Rule  416(a), this Registration Statement shall also cover
any  additional  shares  of Registrant's common stock that become issuable under
the  401(k)  Plan by reason of any stock dividend, stock split, recapitalization
or  other  similar  transaction  effected  without receipt of consideration that
increases  the  number  of  outstanding  shares  of  Registrant's  common stock.

(2)     Estimated  solely  for  the  purpose  of  calculating  the amount of the
registration  fee  pursuant to Rule 457(h)  under the Securities Act of 1933, as
amended  (the "Act").  The offering price per share and aggregate offering price
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
pursuant  to  Rule  457(c)  under  the  Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by Exelixis, Inc. (the "Company") with the
Securities  and  Exchange  Commission  (the "SEC") are incorporated by reference
into  this  Registration  Statement:

     (A)     The  Company's annual report on Form 10-K for the fiscal year ended
December  31,  2000;

     (B) The Company's definitive proxy statement on Schedule 14A filed on April
6,  2001;

     (C) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2001;

     (D) The Company's current reports on Form 8-K filed on May 15, July 18,
July 26, December 20, 2001 and January 11, 2002; and

     (E) The description of the Company's common stock which is contained in the
Registration  Statement on Form 8-A filed on April 6, 2000, under the Securities
Exchange  Act  of 1934, as amended (the "Exchange Act"), including any amendment
or  report  filed  for  the  purpose  of  updating  such  description.

     All  reports and other documents subsequently filed by the Company pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of  a  post-effective amendment which indicates that all securities offered have
been  sold  or  which deregisters all securities then remaining unsold, shall be
deemed  to  be  incorporated  by  reference  herein  and  to  be  a part of this
Registration  Statement  from  the  date  of  the  filing  of  such  reports and
documents.

                            DESCRIPTION OF SECURITIES

Not  applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the common stock offered hereby will be passed upon for the
Company  by  Cooley  Godward  LLP,  Palo  Alto,  California.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under  Section 145 of the Delaware General Corporation Law, the Company has
broad  powers  to  indemnify its directors and officers against liabilities they
may  incur  in  such capacities, including liabilities under the Securities Act.
The  Restated  Bylaws  of  the  Company  require  the  Company  to indemnify its
directors  and executive officers, and permit the Company to indemnify its other
officers,  employees  and other agents, to the extent permitted by Delaware law.
Under  the  Bylaws,  indemnified  parties  are  entitled  to indemnification for
negligence,  gross  negligence and otherwise to the fullest extent permitted  by
the  Bylaws.  The Bylaws also require the Company to advance litigation expenses
in  the  case  of  stockholder  derivative actions, or other actions, against an
undertaking  by the indemnified party to repay such advances if it is ultimately
determined  that  the  indemnified  party  is  not  entitled to indemnification.

     The  Company  has  entered  into  indemnity  agreements  with  each  of its
directors  and  executive officers. Such indemnity agreements contain provisions
which  are in some respects broader than the specific indemnification provisions
contained  in  Delaware  law. The Company also maintains an insurance policy for
its  directors  and  executive  officers  insuring  against  certain liabilities
arising  in  their  capacities  as  such.

                       EXEMPTION FROM REGISTRATION CLAIMED

Not  applicable.
EXHIBITS
EXHIBIT
NUMBER

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     Exelixis,  Inc.  401(k)  Plan.

99.2     Exelixis,  Inc.  401(k)  Plan  Adoption  Agreement.

________________________
*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.
UNDERTAKINGS

1.     The  undersigned  registrant  hereby  undertakes:

     (a)     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;

          (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 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in
the  aggregate,  the  changes  in  volume and price represent no more than a 20%
change  in the maximum aggregate offering price set forth in the "Calculation of
Registration  Fee"  table  in  the  effective  registration  statement;

          (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,  that  paragraphs  (a)(i)  and  (a)(ii)  do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section  13  or  Section  15(d)  of  the  Exchange  Act that are incorporated by
reference  herein.

     (b)     That,  for  the  purpose  of  determining  any  liability under the
Securities  Act,  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.

     (c)  To  remove  from  registration  by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.

2.     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Exchange  Act  (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by  reference  herein  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.

3.     Insofar  as  indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers and controlling persons of the
Registrant  pursuant  to  the foregoing provisions, 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 Securities 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  Securities Act and will be governed by the final
adjudication  of  such  issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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, 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.
EXHIBITS
EXHIBIT
NUMBER

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     Exelixis,  Inc.  401(k)  Plan.

99.2     Exelixis,  Inc.  401(k)  Plan  Adoption  Agreement.

________________________
*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.