EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to  the  incorporation  by  reference  in  the Registration
Statement  on  Form  S-8  of Exelixis, Inc. of our report dated February 2, 2001
relating  to  the  consolidated  balance  sheet  as of December 31, 2000 and the
consolidated  statements  of  operations,  of stockholders' equity (deficit) and
cash  flows  for  each of the two years in the period ended December 31, 2000 of
Exelixis,  Inc.,  which  appears  in  this  Annual  Report  on  Form  10-K.




/s/  PricewaterhouseCoopers  LLP

San  Jose,  California
March  18,  2002