<html>
<head>
<title>05052004 S8 DOC</title>
</head>

<body bgcolor=white>
<font FACE="Times New Roman" SIZE="2">


<p align="right"><font size="2" color="FF0000"><B>
As filed with the Securities and Exchange Commission on May _____, 2004<br>
                                               Registration No. 333-________
</B></font></p>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

<p align="center"><font size="3"><B>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</B></font></p>

<HR align=center SIZE=2 width="25%">
<br>
<p align="center"><font size="5"><B>FORM S-8</B></center></font>


<p align="center"><font size="3"><B>
                             REGISTRATION STATEMENT<br>
<I>                                    Under<br>
                       The Securities Act of 1933</I>
</B>

<HR align=center SIZE=2 width="25%">

<p align="center"><font size="6" color="#0000FF"><B>
                             <u>PHARMACYCLICS, INC.</u>
</B></font></br>
<font size="2">
                    (Exact name of registrant as specified in its charter)



<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>94-3148201</u></CENTER>
</font></B>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or other jurisdiction of incorporation or organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer Identification No.)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><B>
                                   995 East Arques Avenue <br>
                             <u> Sunnyvale, California &nbsp; 94085-4521
</B></font></u><br>

<font size="2">
       (Address, including zip code, of Registrant's principal executive offices)</P>

<HR align=center SIZE=2 width="25%">
<p align="center"><font size="3"><B>
                     Pharmacyclics, Inc. 1995 Stock Option Plan <br>
</B><font size="2">
                        (Full title of the Plan)
</font></p>
<HR align=center SIZE=2 width="25%">
<br>

<B><P ALIGN="CENTER">&nbsp;</P></FONT></B>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=564>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">Richard A. Miller,
M.D.</FONT></B></TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Copy to:</FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">President and Chief Executive
Officer</FONT></B></TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Laura I. Bushnell, Esq.</B></FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">Pharmacyclics, Inc.</FONT></B></TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Latham &amp; Watkins&nbsp;LLP</B></FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">995 East Arques
Avenue</FONT></B></TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">135 Commonwealth Drive</B></FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">Sunnyvale, California &nbsp;94085-
4521</FONT></B></TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Menlo Park, California  94025</B></FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">(408) 774-0330</FONT></B></TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="43%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">(650) 328-4600</B></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<HR align=center SIZE=2 width="72%">
<FONT SIZE=1><P ALIGN="CENTER">(Name, Address and Telephone number, including
Area Code, of Agent for Service) </P>
</FONT>
<HR align=center SIZE=2 width="25%">

<P style="PAGE-BREAK-BEFORE: always" align=left>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=2 WIDTH=623>
<TR><TD VALIGN="BOTTOM" COLSPAN=5>
<B><FONT SIZE=2><P ALIGN="CENTER">CALCULATION OF REGISTRATION
FEE</B></FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Title of Each Class of<br>
Securities to be Registered</B></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount <br>
to be <br>
Registered (2)</B></FONT></TD>

<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed <br>
Maximum <br>
Offering <br>
Price <br>
Per Share</B></FONT></TD>

<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed <br>
Maximum <br>
Aggregate <br>
Offering <br>
Price (3)</B></FONT></TD>

<TD WIDTH="13%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount of Registration <br>
Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=1><P>Common Stock, par value $0.001 per share (1): </FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP"><DIR>

<FONT SIZE=1><P>To be issued under the 1995 Stock <br>
Option Plan  </DIR>
</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">163,077 shares</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$12.205</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$1,990,354.78</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$252.18</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<OL>

<FONT SIZE=1><LI>Associated with the Pharmacyclics, Inc. common stock are
preferred stock purchase rights which will not be exercisable or be evidenced
separately from the common stock prior to the occurrence of certain events.
</LI>
<LI>This Registration Statement shall also cover any additional shares of
Pharmacyclics, Inc. Common Stock which become issuable under the 1995 Stock
Option Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the outstanding
shares of Common Stock of Pharmacyclics, Inc. </LI>
<LI>Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) registered hereunder based on the average of the high
and low selling prices per share of Pharmacyclics, Inc. Common Stock on May 3,
2004 as reported by the Nasdaq National Market.</LI></OL>
<DIR>

<P>Proposed sale to take place as soon after the effective date of the
Registration Statement as options under the Stock Plan are exercised. </FONT></P>

<br>
<HR WIDTH="85%">
<br>

<P style="PAGE-BREAK-BEFORE: always" align=left>

<FONT SIZE=2>
<P>&nbsp;</P>

<B><P ALIGN="CENTER">PART I</P>
</B>
<P>&#9;The information called for in Part 1 of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation, by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the &quot;Commission&quot;). </P>


<B><P ALIGN="CENTER">PART II</P>

<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>

</B><P>Pharmacyclics, Inc. (the &quot;Company&quot;) filed with the Commission
the following Registration Statements on Form S-8 relating to shares of the
Company's common stock, par value $0.001 per share (the &quot;Common
Stock&quot;) to be offered and sold under the Company's 1995 Stock Option Plan
(the &quot;Stock Plan&quot;), and pursuant to General Instruction E of Form S-8
the contents of such prior Stock Plan Registration Statements are incorporated
in this Registration Statement by reference to the extent not modified or
superseded hereby or by any subsequently filed document which is incorporated by
reference herein or therein:  (1) Registration Statement on Form S-8, filed
February 11, 1997 (File No. 333-21551); (2) Registration Statement on Form S-8,
filed May 15, 1998 (File No. 333-52881); (3) Registration Statement on Form S-8,
filed February 10, 2000 (File No. 333-30026); (4) Registration Statement on Form
S-8, filed February 14, 2001 (File No. 333-55592); (5) Registration Statement on
Form S-8, filed January 31, 2002 (File No. 333-81870); and (6) Registration
Statement on Form S-8, filed February 12, 2003 (File No. 333-103113). </P>

<B><P>Item  3.&#9;Incorporation of Documents by Reference</P>
</B>
<P>The following documents previously filed by the Company with the Commission
are incorporated herein by reference:  </P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=577>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(a)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2003; </FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(b)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>The Company's Quarterly Report on Form&nbsp;10-Q for the period
ended September 30, 2003; </FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(c)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>The Company's Quarterly Report on Form&nbsp;10-Q for the period
ended December 31, 2003; </FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(d)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>The Company's Quarterly Report on Form&nbsp;10-Q for the period
ended March 31, 2004; </FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(e)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>All other reports filed by the Company pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the
&quot;Exchange Act&quot;) (other than information contained in Current Reports
on Form 8-K that is deemed furnished and not filed), since the fiscal year
covered by the annual report referred to in (a) above; and </FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(f)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>The description of the Company's Common Stock contained in its
registration statement on Form&nbsp;8-A filed with the Commission on
October&nbsp;20, 1995, including any amendment or report filed for the purpose
of updating that description, and the description of the Company's Series&nbsp;A
junior participating preferred stock contained in our registration statement on
Form&nbsp;8-A filed with the Commission May&nbsp;21, 2002, including any
amendment or report filed for the purpose of updating that
description.</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P>All documents filed by the Company pursuant to
Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the
date of this Registration Statement and 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 in this Registration Statement and to be part hereof
from the date of filing of such documents.</P>

<B><P>Item  4.&#9;Description of Securities</P>
</B>
<P>Not Applicable.</P>

<B><P>Item  5.&#9;Interests of Named Experts and Counsel</P>
</B>
<P>Not Applicable.</P>

<B><P>Item  6.&#9;Indemnification of Directors and Officers</P>
</B>
<P>Under Section 145 of the Delaware General Corporation Law, the Registrant has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act of
1933, as amended (the "1933 Act"). The Registrant's Bylaws (the "Bylaws")
provide that the Registrant shall indemnify its directors and officers if such
officer or director acted (i) in good faith, (ii) in a manner reasonably
believed to be in or not opposed to the best interests of the Registrant, and
(iii) with respect to any criminal action or proceeding, had no reasonable cause
to believe such conduct was unlawful. The Registrant believes that
indemnification under its Bylaws covers at least negligence and gross
negligence, and requires the Registrant to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the directors and officers to repay such advances if it is ultimately
determined that the director is not entitled to indemnification. The Bylaws
further provide that rights conferred under such Bylaws shall not be deemed to
be exclusive of any other right such persons may have or acquire under any
agreement, vote of stockholders or disinterested directors, or otherwise.</P>

<P>In addition, the Registrant's Certificate of Incorporation (the "Certificate
of Incorporation") provides that, pursuant to Delaware law, none of its
directors shall be liable for monetary damages for breach of his or her
fiduciary duty of care to the Registrant and its stockholders. This provision in
the Certificate of Incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Certificate of Incorporation further
provides that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by law and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the director to repay such advances if it is
ultimately determined that the director is not entitled to indemnification. The
Certificate of Incorporation also provides that rights conferred under such
Certificate of Incorporation shall not be deemed to be exclusive of any other
right such persons may have or acquire under any statute, the Certificate of
Incorporation, the Bylaws, agreement, vote of stockholders or disinterested
directors, or otherwise.</P>

<P>The Registrant has obtained a liability insurance policy for the officers and
directors that, subject to certain limitations, terms and conditions, will
insure them against losses arising from wrongful acts (as defined by the policy)
in their capacity as directors or officers.</P>

<P>In addition, the Registrant has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Certificate of Incorporation and Bylaws. These agreements,
among other things, indemnify the Registrant's directors and certain of its
officers for certain expenses (including attorneys fees), judgments, fines and
settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any subsidiary of the Registrant, or as a director or officer of any other
company or enterprise that the person provides services to at the request of the
Registrant.</P>

<B><P>Item  7.&#9;Exemption from Registration Claimed</P>
</B>
<P>Not Applicable.</P>


<B><P>Item  8.&#9;Exhibits</P>
</B></FONT>
<P ALIGN="RIGHT"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=648>
<TR><TD WIDTH="11%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P>Exhibit</B> <B>Number</B></FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P>Description</B></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>1995 Stock Option Plan, as amended and restated effective
January 1, 2004.  </FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Latham &amp; Watkins LLP.</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Independent Accountants.</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Latham &amp; Watkins LLP (included in Exhibit 5.1
hereto). </FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (included in the signature page hereto).
</FONT></TD>
</TR>
</TABLE>
</P>

<FONT SIZE=2>


<B><P>Item 9.&#9;Undertakings</P>
</B>
<OL TYPE="a">

<LI>The Company hereby undertakes:</LI>

<OL>

<LI>To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement;<br></LI>

<OL TYPE="i">

<LI>To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the &quot;Securities Act&quot;);</LI>

<LI>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 and 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 &quot;Calculation of Registration Fee&quot;
table in the effective Registration Statement;</LI>

<LI>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;</LI></OL>


<I><P>provided, however</I>, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply 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 paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.</P>

<LI>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 <I>bona fide</I> offering
thereof.</LI>

<LI>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.</LI></OL>


<LI>The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section&nbsp;15(d) of the Exchange Act) 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 <I>bona fide</I> offering thereof.</LI>

<LI>Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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.</LI></OL>


<HR WIDTH="85%">
<br>

<P style="PAGE-BREAK-BEFORE: always" align=left>


<P>&nbsp;</P>
<B><P ALIGN="CENTER"><A NAME="sign"></A>SIGNATURES </P>
</FONT></B><FONT SIZE=1>
</FONT><FONT SIZE=2><P>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 Sunnyvale, State of
California, on this 4th day of May, 2004. </P></FONT>


<TABLE CELLSPACING=0 BORDER=0 WIDTH=673>



<TR><TD WIDTH="39%" VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
<TD WIDTH="61%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>PHARMACYCLICS, INC. </FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
<TD WIDTH="61%" VALIGN="TOP" COLSPAN=2>
<I><FONT SIZE=2><P>(Registrant)</I> </FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="MIDDLE" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="55%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>By:&nbsp;</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2><P>/s/ Richard A. Miller, M.D.</FONT></TD>
</TABLE>

<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
                                               Richard A. Miller, M.D.
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><I><FONT SIZE=2>
                                        President and Chief Executive Officer
  </I></TD></TR></TABLE></P>



<B><FONT SIZE=2><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</FONT><FONT SIZE=1>
</B></FONT><FONT SIZE=2><P>KNOW ALL MEN BY THESE PRESENT, that each person whose
signature appears below constitutes and appoints Richard A. Miller, M.D. and
Leiv Lea, and each of them, his true and lawful attorneys-in-fact and agents,
each 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
order to effectuate the same as fully, to all intents and purposes, as he might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.  </P>
<P> </P>
<P>Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.</P>
</FONT><FONT SIZE=1></FONT>


<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=8 WIDTH=650>
<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U><P>Signature</U></TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
<U><P>Title</U></TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
<U><P>Date</U></TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
    /s/ RICHARD A. MILLER, M.D.
</U><br>
      Richard A. Miller, M.D.
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
President and Chief
Executive Officer and
Director  (Principal
Executive Officer)
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             May 4, 2004
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
           /s/ LEIV LEA
</U><br>
             Leiv Lea
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Vice President, Finance
and Administration and
Chief Financial Officer
(Principal Accounting
Officer)
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             May 4, 2004
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
       /s/ MILES R. GILBURNE
</U><br>
         Miles R. Gilburne
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Director
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             May 4, 2004
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
   /s/ LORETTA M. ITRI, M.D.
</U><br>
        Loretta M. Itri, M.D.
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Director
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             May 4, 2004
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
    /s/ RICHARD M. LEVY, PH.D.
</U><br>
          Richard M. Levy, Ph.D.
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Director
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             May 4, 2004
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
        /s/ WILLIAM R. ROHN
</U><br>
          William R. Rohn
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Director
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             May 4, 2004
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
        /s/ CRAIG C. TAYLOR
</U><br>
          Craig C. Taylor
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Director
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             May 4, 2004
</TD>
</TR>
</TABLE>

<FONT SIZE=2>

<br>
<HR WIDTH="85%">
<br>

<P style="PAGE-BREAK-BEFORE: always" align=left>


<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>

<P ALIGN="CENTER">WASHINGTON, D.C.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">EXHIBITS</P>

<P ALIGN="CENTER">TO</P>

<P ALIGN="CENTER">FORM S-8</P>

<P ALIGN="CENTER">UNDER</P>

<P ALIGN="CENTER">SECURITIES ACT OF 1933</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">PHARMACYCLICS, INC.</P>
</B><P>&nbsp;</P>

<br>
<HR WIDTH="85%">
<br>

<P style="PAGE-BREAK-BEFORE: always" align=left>


<B><P ALIGN="CENTER">EXHIBITS INDEX</P></B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</P>
<B><P>Exhibit Number</B></FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P>Description</B></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>1995 Stock Option Plan, as amended and restated effective
January 1, 2004.  </FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Latham &amp; Watkins LLP.</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Independent Accountants.</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Latham &amp; Watkins LLP (included in Exhibit 5.1
hereto). </FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (included in the signature page hereto).
</FONT></TD>
</TR>
</TABLE>


</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "s8body.htm", "description": "FORM S-8", "secsgml_size_bytes": 28982}, {"type": "S-8", "sequence": "3", "filename": "forms8.pdf", "description": "PDF OF FORM S-8", "secsgml_size_bytes": 41618}]
{"company-data": {"conformed-name": "PHARMACYCLICS INC", "cik": "0000949699", "assigned-sic": "2834", "irs-number": "943148201", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115174", "film-number": "04780470"}, "business-address": {"street1": "PHARMACYCLICS INC", "street2": "995 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94085-4521", "phone": "408 774 0330"}, "mail-address": {"street1": "PHARMACYCLICS INC", "street2": "995 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94085-4521"}}
05052004 S8 DOC
As filed with the Securities and Exchange Commission on May _____, 2004
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PHARMACYCLICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
94-3148201
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
995 East Arques Avenue
Sunnyvale, California   94085-4521
(Address, including zip code, of Registrant's principal executive offices)
Pharmacyclics, Inc. 1995 Stock Option Plan
(Full title of the Plan)
Richard A. Miller,
M.D.
Copy to:
President and Chief Executive
Officer
Laura I. Bushnell, Esq.
Pharmacyclics, Inc.
Latham & Watkins LLP
995 East Arques
Avenue
135 Commonwealth Drive
Sunnyvale, California  94085-
4521
Menlo Park, California  94025
(408) 774-0330
(650) 328-4600
(Name, Address and Telephone number, including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION
FEE
Title of Each Class of
Securities to be Registered
Amount
to be
Registered (2)
Proposed
Maximum
Offering
Price
Per Share
Proposed
Maximum
Aggregate
Offering
Price (3)
Amount of Registration
Fee
Common Stock, par value $0.001 per share (1):
To be issued under the 1995 Stock
Option Plan
163,077 shares
$12.205
$1,990,354.78
$252.18
Associated with the Pharmacyclics, Inc. common stock are
preferred stock purchase rights which will not be exercisable or be evidenced
separately from the common stock prior to the occurrence of certain events.
This Registration Statement shall also cover any additional shares of
Pharmacyclics, Inc. Common Stock which become issuable under the 1995 Stock
Option Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the outstanding
shares of Common Stock of Pharmacyclics, Inc.
Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) registered hereunder based on the average of the high
and low selling prices per share of Pharmacyclics, Inc. Common Stock on May 3,
2004 as reported by the Nasdaq National Market.
Proposed sale to take place as soon after the effective date of the
Registration Statement as options under the Stock Plan are exercised.
PART I
The information called for in Part 1 of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation, by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pharmacyclics, Inc. (the "Company") filed with the Commission
the following Registration Statements on Form S-8 relating to shares of the
Company's common stock, par value $0.001 per share (the "Common
Stock") to be offered and sold under the Company's 1995 Stock Option Plan
(the "Stock Plan"), and pursuant to General Instruction E of Form S-8
the contents of such prior Stock Plan Registration Statements are incorporated
in this Registration Statement by reference to the extent not modified or
superseded hereby or by any subsequently filed document which is incorporated by
reference herein or therein:  (1) Registration Statement on Form S-8, filed
February 11, 1997 (File No. 333-21551); (2) Registration Statement on Form S-8,
filed May 15, 1998 (File No. 333-52881); (3) Registration Statement on Form S-8,
filed February 10, 2000 (File No. 333-30026); (4) Registration Statement on Form
S-8, filed February 14, 2001 (File No. 333-55592); (5) Registration Statement on
Form S-8, filed January 31, 2002 (File No. 333-81870); and (6) Registration
Statement on Form S-8, filed February 12, 2003 (File No. 333-103113).
Item  3.	Incorporation of Documents by Reference
The following documents previously filed by the Company with the Commission
are incorporated herein by reference:
(a)
The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2003;
(b)
The Company's Quarterly Report on Form 10-Q for the period
ended September 30, 2003;
(c)
The Company's Quarterly Report on Form 10-Q for the period
ended December 31, 2003;
(d)
The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 2004;
(e)
All other reports filed by the Company pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than information contained in Current Reports
on Form 8-K that is deemed furnished and not filed), since the fiscal year
covered by the annual report referred to in (a) above; and
(f)
The description of the Company's Common Stock contained in its
registration statement on Form 8-A filed with the Commission on
October 20, 1995, including any amendment or report filed for the purpose
of updating that description, and the description of the Company's Series A
junior participating preferred stock contained in our registration statement on
Form 8-A filed with the Commission May 21, 2002, including any
amendment or report filed for the purpose of updating that
description.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the
date of this Registration Statement and 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 in this Registration Statement and to be part hereof
from the date of filing of such documents.
Item  4.	Description of Securities
Not Applicable.
Item  5.	Interests of Named Experts and Counsel
Not Applicable.
Item  6.	Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law, the Registrant has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act of
1933, as amended (the "1933 Act"). The Registrant's Bylaws (the "Bylaws")
provide that the Registrant shall indemnify its directors and officers if such
officer or director acted (i) in good faith, (ii) in a manner reasonably
believed to be in or not opposed to the best interests of the Registrant, and
(iii) with respect to any criminal action or proceeding, had no reasonable cause
to believe such conduct was unlawful. The Registrant believes that
indemnification under its Bylaws covers at least negligence and gross
negligence, and requires the Registrant to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the directors and officers to repay such advances if it is ultimately
determined that the director is not entitled to indemnification. The Bylaws
further provide that rights conferred under such Bylaws shall not be deemed to
be exclusive of any other right such persons may have or acquire under any
agreement, vote of stockholders or disinterested directors, or otherwise.
In addition, the Registrant's Certificate of Incorporation (the "Certificate
of Incorporation") provides that, pursuant to Delaware law, none of its
directors shall be liable for monetary damages for breach of his or her
fiduciary duty of care to the Registrant and its stockholders. This provision in
the Certificate of Incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Certificate of Incorporation further
provides that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by law and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the director to repay such advances if it is
ultimately determined that the director is not entitled to indemnification. The
Certificate of Incorporation also provides that rights conferred under such
Certificate of Incorporation shall not be deemed to be exclusive of any other
right such persons may have or acquire under any statute, the Certificate of
Incorporation, the Bylaws, agreement, vote of stockholders or disinterested
directors, or otherwise.
The Registrant has obtained a liability insurance policy for the officers and
directors that, subject to certain limitations, terms and conditions, will
insure them against losses arising from wrongful acts (as defined by the policy)
in their capacity as directors or officers.
In addition, the Registrant has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Certificate of Incorporation and Bylaws. These agreements,
among other things, indemnify the Registrant's directors and certain of its
officers for certain expenses (including attorneys fees), judgments, fines and
settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any subsidiary of the Registrant, or as a director or officer of any other
company or enterprise that the person provides services to at the request of the
Registrant.
Item  7.	Exemption from Registration Claimed
Not Applicable.
Item  8.	Exhibits
Exhibit
Number
Description
4.1
1995 Stock Option Plan, as amended and restated effective
January 1, 2004.
5.1
Opinion of Latham & Watkins LLP.
23.1
Consent of Independent Accountants.
23.2
Consent of Latham & Watkins LLP (included in Exhibit 5.1
hereto).
24.1
Power of Attorney (included in the signature page hereto).
Item 9.	Undertakings
The Company hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement;
To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act");
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 and 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;
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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply 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 paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
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.
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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 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 Sunnyvale, State of
California, on this 4th day of May, 2004.
PHARMACYCLICS, INC.
(Registrant)
By:
/s/ Richard A. Miller, M.D.
Richard A. Miller, M.D.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose
signature appears below constitutes and appoints Richard A. Miller, M.D. and
Leiv Lea, and each of them, his true and lawful attorneys-in-fact and agents,
each 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
order to effectuate the same as fully, to all intents and purposes, as he might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or any of them, 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 indicated
on the dates indicated.
Signature
Title
Date
/s/ RICHARD A. MILLER, M.D.
Richard A. Miller, M.D.
President and Chief
Executive Officer and
Director  (Principal
Executive Officer)
May 4, 2004
/s/ LEIV LEA
Leiv Lea
Vice President, Finance
and Administration and
Chief Financial Officer
(Principal Accounting
Officer)
May 4, 2004
/s/ MILES R. GILBURNE
Miles R. Gilburne
Director
May 4, 2004
/s/ LORETTA M. ITRI, M.D.
Loretta M. Itri, M.D.
Director
May 4, 2004
/s/ RICHARD M. LEVY, PH.D.
Richard M. Levy, Ph.D.
Director
May 4, 2004
/s/ WILLIAM R. ROHN
William R. Rohn
Director
May 4, 2004
/s/ CRAIG C. TAYLOR
Craig C. Taylor
Director
May 4, 2004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
PHARMACYCLICS, INC.
EXHIBITS INDEX
Exhibit Number
Description
4.1
1995 Stock Option Plan, as amended and restated effective
January 1, 2004.
5.1
Opinion of Latham & Watkins LLP.
23.1
Consent of Independent Accountants.
23.2
Consent of Latham & Watkins LLP (included in Exhibit 5.1
hereto).
24.1
Power of Attorney (included in the signature page hereto).