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

                                   FORM 10-Q/A


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

                For the quarterly period ended December 31, 1996

                                       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 
         incorporation or organization)           identification no.)


               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 13,563,000 shares
of the Company's  Common Stock, no par value,  were outstanding as of January 8,
1997.


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


         a.       Exhibits:

                  10.74    Letter  of  Intent  between  F.  Hoffmann-La
                           Roche  Ltd  of  Basel,  Switzerland,   Japan
                           Tobacco Inc.,  and the Company dated January
                           17, 1997.  (Confidential  treatment has been
                           requested  for  portions  of this  agreement
                           pursuant to an application dated January 27,
                           1997,   as   separately   filed   with   the
                           Securities and Exchange Commission.)


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                                    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 25, 1997               /s/ Steven S. Cowell
                                   -----------------------------
                                   Steven S. Cowell
                                   Vice President, Finance and Chief Financial
                                   Officer and Chief Accounting Officer


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