SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                       8-K

                                 CURRENT REPORT

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

                        Date of Report: January 19, 1999


                          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
                           La Jolla, California 92037
                    (Address of principal executive offices)

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





Item 5.           Other Events.

         Effective  November  10,  1998,  the  Board  of  Directors  of  Agouron
Pharmaceuticals,  Inc. (the "Company")  amended its stockholder rights plan, to,
among other things,  (i) change the definition of an "Acquiring  Person" to mean
any person who becomes a beneficial owner of common shares  representing  twenty
percent (20%) or more of the common shares then  outstanding,  and (ii) effect a
two-for-one split of the rights with a corresponding  adjustment of the purchase
price therefor  (reflecting the two-for-one split of the Company's common shares
in  August  1997)  as  more  fully  set  forth   (together  with  certain  other
modifications) in the form of the Amended and Restated Rights Agreement attached
hereto as Exhibit 4.1.

Item 7.           Financial Statements and Exhibits.

(c)      Exhibits.

                  Exhibit Number

4.1      Amended and Restated  Rights  Agreement dated as of November 10, 1998
         between  Agouron  Pharmaceuticals,  Inc. and
         ChaseMellon Shareholder Services, L.L.C.

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: January 19, 1999

                          AGOURON PHARMACEUTICALS, INC.

                          By:    /S/ PETER JOHNSON         
                                     Peter Johnson, President and
                                     Chief Executive Officer





                                  EXHIBIT INDEX

Exhibit No.       Description                                               Page

4.1               Amended and Restated Rights  Agreement dated
                  as of  November  10,  1998  between  Agouron
                  Pharmaceuticals,    Inc.   and   ChaseMellon
                  Shareholder Services, L.O.C.