U.S. SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                             ____________________________

                                      FORM 10-Q



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

For the quarterly period ended September 30, 1997

                                          OR
                                           
( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

For the transition period from _____________to______________


Commission File Number:  0-28298
                         -------
                                           
                                           
                              ONYX PHARMACEUTICALS, INC.
                (Exact name of registrant as specified in its charter)

Delaware                                         94-3154463
- --------                                         ----------
(State or other jurisdiction of                  (IRS Employer ID Number)
incorporation or organization)

                                 3031 Research Drive
                             Richmond, California  94806
                       (Address of principal executive offices)
                                           
                                    (510) 222-9700
                 (Registrant's telephone number including area code)
                                           
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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.  
         (XX)   Yes                    (  )   No

The number of outstanding shares of the registrant's Common Stock, $0.001 par 
value, was 9,825,708 as of October 31, 1997.



                              ONYX PHARMACEUTICALS, INC.

                                         INDEX
                                           
                                           
                                           
                                           
PART I:  FINANCIAL INFORMATION

                                                                            PAGE

ITEM 1.       Financial Statements                    

                Condensed balance sheets - September 30, 1997 and
                 December 31, 1996                                            3

                Condensed statements of operations - three and nine months  
                 ended September 30, 1997 and 1996                            4

                Condensed statements of cash flows - nine months ended
                 September 30, 1997 and 1996                                  5

                Notes to condensed financial statements                       6

ITEM 2.       Management's discussion and analysis of financial
              condition and results of operations                             9



PART II:  OTHER INFORMATION

ITEM 2.       Change in Securities and Use of Proceeds                       13

ITEM 5.       Other Information                                              14
                                                                               
ITEM 6.       Exhibits and Reports on Form 8-K                               15

SIGNATURES                                                                   16

EXHIBIT INDEX                                                                17


                                       2


                              ONYX PHARMACEUTICALS, INC.

PART I:  FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

                               CONDENSED BALANCE SHEETS
                          (In thousands, except share data)




                                                                      
                                                                  September 30,        December 31,
                                                                      1997                 1996
                                                                  -------------        ------------
                                                                   (unaudited)                    
                                                                            
ASSETS
    Current assets:
         Cash and cash equivalents                               $     12,310        $    36,258 
         Short-term investments                                        22,258              4,071 
         Other current assets                                             626                638
                                                                 ------------        ----------- 
    Total current assets                                               35,194             40,967 

    Property and equipment, net                                         4,393              4,196 
    Notes receivable from related parties                                 866                396 
    Other assets                                                          268                220 
                                                                 ------------        -----------
TOTAL ASSETS                                                     $     40,721        $    45,779 
                                                                 ------------        -----------
                                                                 ------------        -----------

LIABILITIES AND STOCKHOLDERS' EQUITY                                              
    Current liabilities:
         Accounts payable                                        $        543        $       693
         Accrued liabilities                                            3,027              1,277
         Accrued compensation                                             631                439
         Deferred revenue                                               2,169              1,631 
         Long-term debt, current portion                                  208                444 
                                                                 ------------        -----------
    Total current liabilities                                           6,578              4,484
    Long-term debt, noncurrent portion                                      -                 99 
    Deferred rent                                                         133                273

    Stockholders' equity:                                                         
    Preferred stock, $0.001 par value: 5,000,000 shares                                                                
    authorized, none issued and outstanding                                 -                  -   
    Common stock, $0.001 par value: 25,000,000 shares authorized,                                  
    9,822,098 and 9,514,285 shares issued and outstanding
    as of September 30, 1997 and December 31, 1996, respectively           10                 10 
    Additional paid-in capital                                         74,713             71,132 
    Deferred compensation                                                (468)              (632)
    Accumulated deficit                                               (40,245)           (29,587)
                                                                 ------------        -----------
    Total stockholders' equity                                         34,010             40,923 
                                                                 ------------        -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $     40,721        $    45,779 
                                                                 ------------        -----------
                                                                 ------------        -----------
                                                                      




                               See accompanying notes.

                                          3


                              ONYX PHARMACEUTICALS, INC.

                          CONDENSED STATEMENTS OF OPERATIONS
                       (In thousands, except per share amounts)
                                     (unaudited)




                                                              Three Months Ended             Nine Months Ended
                                                                 September 30,                 September 30, 
                                                           -------------------------     -------------------------
                                                              1997           1996           1997           1996
                                                           ----------     ----------     ----------     ----------
                                                                                         
Revenue:
    Contract and other revenue                             $     300      $    739      $    910        $    989
    Contract revenue from related parties                      1,590         1,819         5,280           5,443
                                                           ---------      --------      --------        --------
Total revenue                                                  1,890         2,558         6,190           6,432

Operating expenses  
    Research and development                                   5,489         3,358        14,469          10,441
    General and administrative                                 1,319         1,023         3,912           2,936
                                                           ---------      --------      --------        --------
Total operating expenses                                       6,808         4,381        18,381          13,377
                                                           ---------      --------      --------        --------

Loss from operations                                          (4,918)       (1,823)      (12,191)         (6,945)

Interest income, net                                             511           581         1,533           1,043
                                                           ---------      --------      --------        --------

Net loss                                                   $  (4,407)     $ (1,242)     $(10,658)       $ (5,902)
                                                           ---------      --------      --------        --------
                                                           ---------      --------      --------        --------

Net loss per share                                         $   (0.45)     $  (0.13)     $  (1.10)   
                                                           ---------      --------      --------        
                                                           ---------      --------      --------        

Shares used in computing net loss per share                    9,816         9,461         9,678 
                                                           ---------      --------      --------        
                                                           ---------      --------      --------        

Pro forma net loss per share                                                                            $  (0.73)
                                                                                                        --------
                                                                                                        --------

Shares used in computing pro forma net loss per share                                                      8,059
                                                                                                        --------
                                                                                                        --------




                               See accompanying  notes.

                                          4


                             ONYX PHARMACEUTICALS, INC.

                          CONDENSED STATEMENTS OF CASH FLOW
                                    (In thousands)
                                     (unaudited)




                                                                      
                                                                            Nine Months Ended      
                                                                               September 30,       
                                                                    ----------------------------------
                                                                         1997                1996
                                                                    --------------      --------------
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:                                          
    
Net loss                                                             $ (10,658)           $ (5,902)
Adjustments to reconcile net loss to net cash used
    in operating activities:
    Depreciation and amortization                                        1,352               1,129
    Forgiveness of note receivable                                          12                  38
    Amortization of deferred compensation                                  164                 205
    Changes in assets and liabilities:                                                             
         Other current assets                                               12                (105)
         Other assets                                                      (48)                (84)
         Accounts payable                                                 (150)                 33
         Accrued liabilities                                             1,750                 571
         Accrued compensation                                              192                 207
         Deferred revenue                                                  538                (237)
         Deferred rent                                                    (140)                (17)
                                                                     ---------            --------
                                                                                                   
Net cash used in operating activities                                   (6,976)             (4,162)
                                                                     ---------            --------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of short-term investments                                    (30,631)             (9,907)
Sales and maturities of short-term investments                          12,444              12,102
Capital expenditures                                                    (1,549)             (1,067)
Notes receivable from related parties                                     (482)                  -
                                                                     ---------            --------

Net cash provided by (used in) investing activities                    (20,218)              1,128
                                                                     ---------            --------
CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on long-term debt                                                (335)               (313)
Net proceeds from issuance of common stock                               3,581              35,303
                                                                     ---------            --------

Net cash provided by financing activities                                3,246              34,990
                                                                     ---------            --------

Net increase (decrease) in cash and cash equivalents                   (23,948)             31,956

Cash and cash equivalents at beginning of the period                    36,258               3,779
                                                                     ---------            --------
Cash and cash equivalents at end of the period                       $  12,310            $ 35,735
                                                                     ---------            --------
                                                                     ---------            --------



                               See accompanying  notes.

                                          5


                             ONYX PHARMACEUTICALS, INC.

                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 SEPTEMBER 30, 1997
                                    (unaudited)
                                           

NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared 
in accordance with generally accepted accounting principles for interim 
financial information and with the instructions to Form 10-Q.  Accordingly, 
they do not include all of the information and footnotes required by 
generally accepted accounting principles for complete financial statements.  
In the opinion of management, all adjustments (consisting of normal recurring 
accruals) considered necessary for a fair presentation have been included.

Operating results for the three and nine months ended September 30, 1997 are 
not necessarily indicative of the results that may be expected for the year 
ending December 31, 1997.  For further information, refer to the financial 
statements and footnotes thereto for the year ended December 31, 1996  
included in the ONYX Pharmaceuticals, Inc. (the "Company" or "ONYX") Annual 
Report on Form 10-K.

NOTE 2.  NET LOSS PER SHARE

Net loss per share is computed using the weighted average number of common 
shares outstanding.  Common equivalent shares are excluded from the 
computation as their effect is antidilutive, except that, pursuant to the 
Securities and Exchange Commission ("SEC") Staff Accounting Bulletins, common 
and common equivalent shares issued during the 12-month period prior to the 
filing of a registration statement in connection with the Company's initial 
public offering at prices below the public offering price of $12.00 have been 
included in the calculation as if they were outstanding for all periods 
presented through March 31, 1996 (using the treasury stock method for stock 
options at the estimated public offering price). 

Pro forma net loss per share for the nine months ended September 30, 1996 has 
been computed as described above and also gives effect to the conversion of 
convertible preferred shares not included above that automatically converted 
upon completion of the Company's initial public offering (using the if 
converted method) from original date of issuance.

Historical net loss per share for the nine months ended September 30,1996 is 
as follows:

                                                         Nine Months Ended
                                                        September 30, 1996
                                                        ------------------

     Net loss per share                                    $     (1.06)
                                                           -----------
                                                           -----------

     Shares used in computing net loss per share           $     5,559
                                                           -----------
                                                           -----------
               
In February 1997, the Financial Accounting Standards Board issued Statement 
No. 128, Earnings per share, which is required to be adopted on December 31, 
1997. At that time, companies will be required to change the method currently 
used to compute earnings per share and to restate all prior periods.  There 
will be no impact on loss per share for the three and nine months ended 
September 30, 1997 and 1996.

                                       6


                             ONYX PHARMACEUTICALS, INC.

                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  SEPTEMBER 30, 1997
                                     (unaudited)
                                           

NOTE 3.  COLLABORATIVE AGREEMENTS

On July 31, 1997, the Company signed a three-year research and development 
agreement with Warner-Lambert aimed at discovering new therapeutics to 
regulate inflammation and autoimmunity.  Terms of the agreement provide for 
receipt by the Company of an up-front licensing fee payable in three stages, 
as well as milestone payments and royalties on eventual product sales.  No 
license fees have been received as of September 30, 1997.  In return, 
Warner-Lambert receives exclusive worldwide marketing rights to products 
emerging from the collaboration.  Total payments to the Company prior to 
commercialization could total nearly $30 million.  Warner-Lambert has the 
option to extend the research term from July 31, 2000 to July 31, 2001 
provided that Warner-Lambert notifies the Company of the extension by July 
31, 1999. Warner-Lambert has the right to terminate the agreement at its 
discretion on January 31, 1999 upon written notice, provided that research 
payments to the Company are continued through July 31, 1999.  In addition, 
Warner-Lambert may terminate the research portion of the agreement, and 
associated research funding and milestone payments, at its discretion if a 
project director acceptable to Warner-Lambert has not been hired by ONYX 
prior to January 31, 1998.

Note  4.  MARKETABLE SECURITIES - AVAILABLE-FOR-SALE

The following is a summary of available-for-sale securities as of September 
30, 1997:

                                                    Available-for-sale
                                                        Securities
                                                   Estimated fair value
                                                       (in thousands)
                                                   --------------------
Cash equivalents:
     U.S. corporate securities                      $       2,400     
     Foreign corporate securities                           1,507     
     Money market funds                                     8,403     
                                                    -------------
Total cash equivalents:                                    12,310    
                                                    -------------
Short-term investments:     
     U.S. corporate securities                             10,483    
     Foreign corporate securities                           4,037     
     U.S. government securities                             2,064     
                                                    -------------
Total short-term investments                               16,584
                                                    -------------
Total available-for-sale securities                 $      28,894     
                                                    -------------
                                                    -------------

As of September 30, 1997, the difference between the fair value and the 
amortized cost of available-for-sale securities was insignificant.  The 
average portfolio duration is approximately two months, and the contractual 
maturity of each of the investments does not exceed two years.  Held at 
September 30, 1997, and excluded from short-term investments above, is 
$5,674,000 of certificates of deposits. 

                                       7


                             ONYX PHARMACEUTICALS, INC.

                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  SEPTEMBER 30, 1997
                                     (unaudited)
                                           

NOTE 5.  LINE OF CREDIT

In March 1997, the Company entered into a $7 million line of credit 
arrangement which bears interest at prime plus 1%.  The line, which 
originally expired on October 15, 1997, has been extended to January 15, 
1998.  The line is secured by certain assets of the Company and contains 
covenants related to maintaining debt-to-equity ratios, tangible net worth 
minimums, cash and investment balances, as well as a restriction on paying 
dividends or repurchasing stock. As of September 30, 1997, no balance was 
outstanding on the line of credit.

                                       8


                             ONYX PHARMACEUTICALS, INC.

                        MANAGEMENT'S DISCUSSION AND ANALYSIS 
                   OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                           

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS OVERVIEW AND THE 
FOLLOWING DISCUSSION CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS 
AND UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM 
THOSE DISCUSSED HERE.  FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH 
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE ANNUAL 
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996.

OVERVIEW

Since its inception, ONYX Pharmaceuticals, Inc. (the "Company" or "ONYX") has 
been engaged in the discovery and development of novel therapeutics based 
upon the genetics of human disease, with an emphasis on cancer.  Currently, 
the Company has five therapeutic discovery programs focused on the following 
cancer mutations:  p53, ras, cell cycle, BRCA1 and APC.

The Company intends to pursue its therapeutic discovery programs 
independently and in collaboration with pharmaceutical companies, and to 
collaborate with such companies on the development and commercialization of 
any products which may result from the Company's discovery programs.  The 
Company has entered into collaborative agreements with Bayer Corporation 
("Bayer") in the area of ras oncogenes, Warner-Lambert Company 
("Warner-Lambert") in the cell cycle area and Eli Lilly and Company ("Eli 
Lilly") on the function of the BRCA1 gene in breast cancer.

On July 31, 1997, the Company signed a three-year research and development 
agreement with Warner-Lambert aimed at discovering new therapeutics to 
regulate inflammation and autoimmunity.  The Company believes that expanding 
into the area of inflammation is a natural step for the Company because some 
of the same biochemical pathways that lead to cancer also play an important 
role in the development of inflammatory disorders.  Terms of the agreement 
provide for receipt by the Company of an up-front licensing fee payable in 
three stages, as well as milestone payments and royalties on eventual product 
sales.  No license fees have been received as of September 30, 1997.  In 
return, Warner-Lambert receives exclusive worldwide marketing rights to 
products emerging from the collaboration.  Total payments to the Company 
prior to commercialization could total nearly $30,000,000.  Warner-Lambert 
has the option to extend the research term from July 31, 2000 to July 31, 
2001 provided that Warner-Lambert notifies the Company of the extension by 
July 31, 1999. Warner-Lambert has the right to terminate the agreement at its 
discretion on January 31, 1999 upon written notice, provided that research 
payments to the Company are continued through July 31, 1999.  In addition, 
Warner-Lambert may terminate the research portion of the agreement, and 
associated research funding and milestone payments, at its discretion if a 
project director acceptable to Warner-Lambert has not been hired by ONYX 
prior to January 31, 1998.

During the quarter ended September 30, 1997, the Company updated the results 
from a Phase I human safety study of its ONYX-015 anticancer virus in 
patients with recurrent and refractory head and neck tumors to include the 
results from patients who had received multi-day dosing.  The Company is 
currently conducting Phase II studies of ONYX-015 as a single agent in 
patients with recurrent and refractory tumors of the head and neck.  Three 
Phase I trials are also underway, including pancreatic and ovarian cancers, 
and gastrointestinal cancers that have metastasized to the liver.  In October 
1997, the Company opened a Phase II clinical trial with ONYX-015 in 
combination with two chemotherapeutic drugs.  This clinical trial will 
include head and neck cancer patients with recurrent disease who have not 
previously received chemotherapy.

The Company has not been profitable since inception and expects to incur 
substantial and increasing losses for the foreseeable future, primarily due 
to the expansion of its research and development programs, including clinical 
trials in the p53 program.  The Company expects that losses will fluctuate 
from quarter to quarter and that such fluctuations may be substantial.  As of 
September 30, 1997, the Company's accumulated deficit was $40,245,000.

                                       9


                             ONYX PHARMACEUTICALS, INC.

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996.

REVENUES

The Company's revenues decreased 26% to $1,890,000 and 4% to $6,190,000 for 
the three and nine months ended September 30, 1997, respectively, as compared 
to the same periods in 1996.  Revenues for the 1996 periods were $2,558,000 
and $6,432,000, respectively.  Revenues for the three and nine months ended 
September 30, 1997 and 1996 were attributable to amounts earned for research 
performed under the Company's collaborations with Bayer, Warner-Lambert and 
Eli Lilly.  The decrease in revenues for the three and nine months ended 
September 30, 1997 as compared to the same periods in 1996 is primarily due 
to a milestone payment of $685,000 from Eli Lilly which was received and 
recorded as revenue in the third quarter of 1996.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses increased 63% to $5,489,000 and 39% to 
$14,469,000 for the three and nine months ended September 30, 1997, 
respectively, as compared to the same periods in 1996.  The increase was 
primarily due to additional clinical costs associated with Phase I and Phase 
II clinical trials of ONYX-015, the lead product in the Company's p53 
program.  The Company expects that research and development expenses will 
continue to grow during future periods due to the hiring of personnel and the 
aggressive clinical development plan for ONYX-015.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased 29% to $1,319,000 and 33% to 
$3,912,000 for the three and nine months ended September 30, 1997, 
respectively, as compared to the same periods in 1996.  The increase was 
primarily due to increased administrative staffing, additional costs incurred 
in connection with corporate development activities and higher expenses 
associated with the Company's reporting and other requirements associated 
with operating as a publicly held company.  General and administrative 
expenses are expected to increase to support the Company's research and 
development efforts.

NET INTEREST INCOME

The Company had net interest income of $511,000 and $1,533,000 for the three 
and nine months ended September 30, 1997, respectively, as compared with 
$581,000 and $1,043,000 for the same periods in 1996.  For the three months 
ended September 30, 1997, interest income decreased over the comparable 
period in 1996 due to a lower average balance of cash, cash equivalents and 
short-term investments.  For the nine months ended September 30, 1997, the 
increase in net interest income reflects the Company's higher average balance 
of cash, cash equivalents and short-term investments following its initial 
public offering of common stock in May 1996.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company's cash expenditures have substantially exceeded 
its revenues.  The Company has relied primarily on the proceeds from the sale 
of equity securities and revenue from collaborative research and development 
agreements to fund its operations.

The Company's cash, cash equivalents and short-term investments were 
$34,568,000 at September 30, 1997, compared with $40,329,000 at December 31, 
1996. Increasing levels of clinical research and product development expenses 
associated with ONYX-015, the lead product in the p53 program, and the higher 
levels of general and administrative expenses resulted in $6,976,000 of cash 
used in operations for the nine months ended September 30, 1997.  This cash 
decline was partially offset by Warner-Lambert's $3,333,000 

                                       10


                             ONYX PHARMACEUTICALS, INC.


purchase of 192,941 shares of common stock in May 1997.  The Company expects 
cash used in operations will continue to increase as clinical development of 
ONYX-015 progresses.

Total capital expenditures for equipment and leasehold improvements for the 
nine months ended September 30, 1997 were $1,549,000.  The Company expects to 
make expenditures of approximately $750,000 for the remainder of 1997 for 
capital equipment and improvements to its existing facility.

The Company anticipates that its existing capital resources and interest 
thereon, and anticipated revenues from its existing collaborations will be 
sufficient to fund its current and planned operations through the end of 
1998. There can be no assurance, however, that changes in the Company's 
operating expenses will not result in the expenditure of such resources 
before such time, and in any event, the Company will need to raise 
substantial additional capital to fund its operations in future periods.  As 
of September 30, 1997, the Company had $7,000,000 available through a line of 
credit which expires on January 15, 1998.  No balance was outstanding on the 
line of credit at September 30, 1997.

BUSINESS RISKS

The Company is at an early stage of development.  The development of the 
Company's technology and proposed products will require a commitment of 
substantial funds to conduct these costly and time-consuming activities.  All 
of the Company's potential products are in research or development and will 
require significant additional research and development efforts prior to any 
commercial use, including extensive preclinical and clinical testing as well 
as lengthy regulatory approval.  The development of new products is subject 
to a number of significant risks.  Potential products that appear to be 
promising at an early stage of development may not reach the market for a 
number of reasons.  Such risks include the possibilities that the potential 
products will be found ineffective or unduly toxic during clinical trials, 
fail to receive necessary regulatory approvals, be difficult to manufacture 
on a large scale, be uneconomical to market or be precluded from 
commercialization by proprietary rights of third parties.  

In addition, many of the Company's potential products are subject to 
development and licensing arrangements with the Company's collaborators.  
Therefore, the Company is dependent on the research and development efforts 
of these collaborators.  Moreover, the Company is entitled to only a portion 
of the revenues, if any, realized from the commercial sale of any of the 
potential products covered by the collaborations.  Should the Company or its 
collaborators fail to perform in accordance with the terms of any of their 
agreements or terminate such agreements without cause, any consequent loss of 
revenue under the agreements could have a material adverse effect on the 
Company's results of operations. 

There can be no assurance that the Company will be able to maintain existing 
collaborative agreements, negotiate collaborative arrangements in the future 
on acceptable terms, if at all, or that any such collaborative arrangements 
will be successful.  To the extent that the Company is not able to maintain 
or establish such arrangements, the Company would be required to undertake 
such activities at its own expense.

The proposed products under development by the Company have never been 
manufactured on a commercial scale, and there can be no assurance that such 
products can be manufactured at a cost or in quantities necessary to make 
them commercially viable.  The Company has no sales, marketing or 
distribution capability.  If any of its products subject to collaborative 
agreements are successfully developed, the Company must rely on its 
collaborators to market such products.  If the Company develops any products 
which are not subject to collaborative agreements, it must either rely on 
other large pharmaceutical companies to market such products or must develop 
a marketing and sales force with technical expertise and supporting 
distribution capability in order to market such products directly.  

The Company intends to seek additional funding through collaborative 
arrangements, public or private equity or debt financings, capital lease 
transactions or other financing sources that may be available.  However, 
there can be no assurance that additional financing will be available on 
acceptable terms or at all.  If 

                                       11


                             ONYX PHARMACEUTICALS, INC.

additional funds are raised by issuing equity securities, substantial 
dilution to existing stockholders may result.  If adequate funds are not 
available, the Company may be required to delay, reduce the scope of, or 
eliminate one or more of its research or development programs or to obtain 
funds through collaborative arrangements with others that are on unfavorable 
terms or that may require the Company to relinquish rights to certain of its 
technologies, product candidates or products that the Company would otherwise 
seek to develop itself.

The foregoing risks reflect the Company's early stage of development and the 
nature of its industry and proposed product.  Also inherent in the Company's 
stage of development is a range of additional risks, including competition, 
uncertainties regarding protection of patents and proprietary rights, 
government regulation and uncertainties regarding health care reform. 

                                       12


                             ONYX PHARMACEUTICALS, INC.

PART II:  OTHER INFORMATION

ITEM 2.   CHANGE IN SECURITIES AND USE OF PROCEEDS

The effective date of the registration statement for the Company's initial 
public offering was May 8, 1996. The net proceeds from this initial public 
offering were $31,159,241. The Company has used the proceeds through the 
quarter ended September 30, 1997 as follows.

Direct or Indirect Payment to Others:

Construction of plant, building and facilities              $    762,450

Purchase and installation of machinery and equipment        $  1,801,249

Repayment of Indebtedness                                   $    583,029

Working Capital                                             $ 27,489,362

Temporary Investment: Cash, Cash Equivalents and
          Short-Term Investments                            $    523,151

               
                                       13


                             ONYX PHARMACEUTICALS, INC.



ITEM 5.   OTHER INFORMATION

RESULTS OF ONYX-015 PHASE I CLINICAL TRIALS FOR HEAD AND NECK CANCER

Earlier this year, Onyx Pharmaceuticals announced results of a Phase I safety 
trial of its lead anticancer viral therapy, ONYX-015, in patients with 
recurrent and refractory head and neck tumors.  ONYX-015 was found to be safe 
and well-tolerated, as well as biologically active.  

ONYX-015 is a genetically engineered adenovirus that, in prior preclinical 
studies, has been shown to efficiently replicate in and kill tumor cells 
deficient in p53 tumor suppressor gene activity.  Mutations in p53 are the 
most common type of genetic abnormality in cancer, occurring in more than 50 
percent of human cancer cases, including more than 70 percent of recurrent 
and refractory cancers of the head and neck.  ONYX-015 viral replication may 
not be solely dependent on abnormal p53 sequence, but more broadly on lack or 
alteration of p53 function.  

The primary objectives of this Phase I study were to determine the safety of 
directly injecting ONYX-015 into tumors of the head and neck; to determine 
the maximum tolerated dose; and to assess the safety of repeat treatment.  
Patients in this study had previously received a range of treatments 
including surgery, radiation and chemotherapy, individually or in 
combination.  The treated tumors ranged in cross-sectional area from 1 cm2 to 
80 cm2, with a mean of 17 cm2 and median of 14 cm2.

Two dosing regimens were utilized.  The first 19 patients received a single, 
direct intratumoral injection, that could be repeated every 28 days for 
patients whose tumors did not progress after the first injection.  Later, an 
additional nine patients received direct intratumoral injections daily over 
five days, also with the option of repeat treatment.  A final cohort of four 
patients received a single direct intratumoral injection at the highest 
feasible dose level to confirm that the desired dose level for Phase II 
trials is within an acceptable safety margin for virus dosing.  A total of 
thirty-two patients were treated in the Phase I trial, of which eleven 
patients received repeat treatments.  ONYX-015 was well-tolerated and 
investigators observed no dose-limiting toxicities. Mild, transient flu-like 
symptoms were observed in approximately 30% of the single dose patients and 
in approximately 60% of the multiple dose patients.

Researchers also studied the ability of ONYX-015 to replicate in tumors, as 
well as the local and systemic immune response to the virus.  Viral 
replication was detected in two of thirteen patients with evaluable biopsies 
on the single dose regimen, and in four of four patients with evaluable 
biopsies on the multiple dose regimen, six or seven days following injection. 
Approximately 70 percent of the 28 patients tested entered the study with 
neutralizing antibodies to the adenovirus; some of these patients experienced 
tumor necrosis. After treatment, all patients in the study had neutralizing 
antibodies, including those patients who had tumor necrosis.

While the focus of this study was safety, the effect of injection on tumor 
growth was a secondary objective of the study.  Of the 23 patients receiving 
single injection treatment, three experienced more than 50 percent reduction 
in the size of their injected tumors, with one patient experiencing a greater 
than 70 percent decrease.  An additional three patients had significant 
necrosis (greater than 30%) of their injected tumors.  Several patients 
experienced lesser degrees of tumor necrosis, including six whose tumors were 
stable and non-progressive following treatment. In comparison, of the nine 
patients treated with the virus daily for five days three experienced more 
than 50 percent reduction in the size of their injected tumors, with one 
patient experiencing a greater than 70 percent decrease lasting over six 
months. An additional three patients had significant necrosis of their 
injected tumors, and one patient's tumor was non-progressive following 
treatment.  In addition, tumor necrosis was associated with clinical benefit 
in some of the patients, including decreased pain, improved ability to 
swallow and improved speech.  Necrosis was observed primarily in the tumor 
tissue surrounding the site of injection.

                                       14


                             ONYX PHARMACEUTICALS, INC.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)  Exhibits
          
               Exhibit 10.19*  Amended and Restated Research, Development 
                               and Marketing Collaboration Agreement dated 
                               as of May 2, 1995 between the Registrant and
                               Warner-Lambert Company

               Exhibit 10.20*  Research, Development and Marketing Collaboration
                               Agreement dated as of July 31, 1997 between the 
                               Registrant and Warner-Lambert Company
          
               Exhibit 10.21   Addendum to Credit Terms and Conditions dated 
                               March 10, 1997 between the Registrant and 
                               Imperial Bank.

               Exhibit 11.1    Statement Regarding Computation of Net Loss Per 
                               Share

               Exhibit 27.1    Financial Data Schedule

         b)  Form 8-K

               No reports on Form 8-K were filed during the period covered by 
               this report.

     *  Confidential Treatment Requested

                                       15


                             ONYX PHARMACEUTICALS, INC.


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.

                             ONYX PHARMACEUTICALS, INC.
                                           

Date:  November 14, 1997         By:/s/ Hollings C. Renton
                                    ----------------------
                                 Hollings C. Renton
                                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)




Date:  November 14, 1997         By:/s/ Douglas L. Blankenship
                                    --------------------------
                                 Douglas L. Blankenship
                                 Treasurer 
                                 (Principal Financial and Accounting Officer)



                                       16


                             ONYX PHARMACEUTICALS, INC.

EXHIBIT INDEX



                                                                                          Sequentially
                                                                                          Numbered
Exhibit Number     Description of Exhibits                                                Page
- --------------     -----------------------                                                ----
                                                                                  

     10.19*        Amended and Restated Research, Development and Marketing 
                   Collaboration Agreement dated as of May 2, 1995 between the 
                   Registrant and Warner-Lambert Company
          
     10.20*        Research, Development and Marketing Collaboration Agreement
                   dated as of July 31, 1997 between the Registrant and Warner-
                   Lambert Company
          
     10.21         Addendum to Credit Terms and Conditions dated March 10, 1997
                   between the Registrant and Imperial Bank     

     11.1          Statement Regarding Computation of Net Loss per Share       

     27.1          Financial Data Schedule  





     *  Confidential Treatment Requested                         



                                       17