SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


             Date of Report (Date of Event Reported): April 28, 1997





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




            California             0-15609            33-0061928
          --------------         -----------         ------------
 (State or other jurisdiction    (Commission         (IRS Employer
      of incorporation)          File Number)    Identification Number)



       10350 North Torrey Pines Road                                 92037
              La Jolla, California
  ---------------------------------------------------------------------------
 (Address of principal executive offices)                         Zip Code



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






Item 5.       Other Events.

              On April 28, 1997, the Registrant signed a definitive agreement to
acquire  Alanex  Corporation,  a  privately  held drug  discovery  company,  for
1,000,000  shares of newly issued  Agouron  common  stock.  The  transaction  is
expected  to close in  approximately  thirty  (30) days.  See the Press  Release
attached as Exhibit 99.2.

Item 7.       Financial Statements and Exhibits.

              (c) Exhibits.

                  Exhibit Number

                  99.2     Form of Press Release dated April 29, 1997.






SIGNATURES

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

         Dated:   May 2, 1997

                          AGOURON PHARMACEUTICALS, INC.


                                              By  /s/ Peter Johnson
                                                  ----------------------------
                                                  Peter Johnson
                                                  President and
                                                  Chief Executive Officer






EXHIBIT INDEX

        Exhibit No.        Description                                     

            99.2           Form of Press Release dated April 29, 1997.