EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to  the  incorporation  by  reference  in this Registration
Statement  on  Form  S-8  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 and of cash flows for each of
the  two years in the period ended December 31, 2000, which appears in Exelixis,
Inc.'s  Annual  Report  on  Form  10-K  for  the  year  ended December 31, 2001.

/s/  PricewaterhouseCoopers  LLP

San  Jose,  California
January  27,  2003