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


                               AMENDMENT NO. 1 TO
                                   FORM 10-Q/A

(mark one)

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                    For Quarterly Period Ended March 31, 2002

                                       or

              [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
               For Transition Period from __________ to __________

                           Commission File No. 0-14710

                                    XOMA LTD.

             (Exact Name of Registrant as specified in its charter)

             Bermuda                                  52-2154066
 (State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

                     2910 Seventh Street, Berkeley, CA 94710
               (Address of principal executive offices) (Zip Code)

                                 (510) 644-1170
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (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.

Common shares US$.0005 par value        70,287,972
Class                                   Outstanding at March 31, 2002


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                           PART II - OTHER INFORMATION


 Item 6      Exhibits and Reports on Form 8-K.

             a)  Exhibits:

             Exhibit 10.39A      Amendment No. 1 to the
                                 Process Development and
                                 Manufacturing Agreement by and
                                 between XOMA (US) LLC and Onyx
                                 Pharmaceuticals, Inc., dated as of
                                 April 15, 2002 (with certain
                                 confidential information omitted,
                                 which omitted information is the
                                 subject of a confidential treatment
                                 request and has been filed
                                 separately with the Securities and
                                 Exchange Commission).1

             Exhibit 10.43       License Agreement by and
                                 between XOMA Ireland Limited and
                                 MorphoSys AG, dated as of February
                                 1, 2002 (with certain confidential
                                 information omitted, which omitted
                                 information is the subject of a
                                 confidential treatment request and
                                 has been filed separately with the
                                 Securities and Exchange Commission).

             b) Reports on Form 8-K: None.



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1    Previously filed.


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                                    XOMA Ltd.

                                   SIGNATURES


         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.

                                    XOMA LTD.


Date:    December 4, 2002           By:  /s/ JOHN L. CASTELLO
                                         ---------------------------------------
                                         John L. Castello
                                         Chairman of the Board, President and
                                         Chief Executive Officer



Date:    December 4, 2002           By:  /s/ PETER B. DAVIS
                                         ---------------------------------------
                                         Peter B. Davis
                                         Vice President, Finance and
                                         Chief Financial Officer




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