UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                   FORM 10-Q/A

            (Amendment No. 2 to the Form 10-Q Filed January 31, 1995)

          (X)    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended December 31, 1994

                                    OR

          ( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-15609

                         AGOURON PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)


          CALIFORNIA                                  33-0061928
(State or other jurisdiction of         (I.R.S. employer identification no.)
incorporation or organization)


     10350 NORTH TORREY PINES ROAD, LA JOLLA, CALIFORNIA  92037-1020
           (Address and zip code of principal executive offices)

                                (619) 622-3000
                 (Registrant's telephone number, including area code)

                                    NONE
            (Former name, former address and former fiscal year,
                        if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days:

                              Yes __X__  No ____


Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  Approximately 7,294,000
shares of the Company's Common Stock, no par value, were outstanding as of
January 22, 1995. 







Item 6.      Exhibits and Reports on Form 8-K:

             a.     Exhibits:

             10.54  Development and License Agreement dated December 1, 1994
                    between Japan Tobacco Inc. and the Company (confidential
                    treatment has been requested for portions of this 
                    agreement pursuant to an application dated January 31, 
                    1995)

             10.55  Third Amendment of Agreement One effective January 15, 
                    1995 between Japan Tobacco Inc. and the Company 
                    (confidential treatment has been requested for portions 
                    of this agreement pursuant to an application dated 
                    January 31, 1995)

             b.     Reports on Form 8-K:

                    None


                                SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  AGOURON PHARMACEUTICALS, INC.




Date:  June 21, 1995              /s/ Steven S. Cowell     
                                  -------------------------------------------
                                  Steven S. Cowell
                                  Vice President, Finance and Chief Financial
                                  Officer and Chief Accounting Officer