UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 ORor 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported): November 10, 2003~~

Date of Report (Date of earliest event reported): March 29, 2004

Tularik Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-28347		94-3248800
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware

1120 Veterans Boulevard South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)

(State or other jurisdiction of incorporation)


000-28397		94-3148800
(Commission File No.)		(IRS Employer Identification No.)

1120 Veterans Boulevard

South San Francisco, CA 94080 USA

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 825-7000

Not Applicable

(Former name or former address, if changed since last report)

~~Item~~ITEM 5. ~~Other~~ ~~Events.~~OTHER EVENTS

On ~~November~~March 1029, ~~2003~~2004, ~~Tularik~~a ~~Inc.~~purported ~~entered~~class ~~into~~action ancomplaint ~~Underwriting~~was ~~Agreement~~filed ~~with~~in ~~Goldman,~~the ~~Sachs~~Court &of CoChancery in the State of Delaware against Tularik Inc., SGa ~~Cowen Securities~~Delaware ~~Corporation~~corporation (the “Company”), ~~UBS~~each ~~Securities~~of ~~LLC~~the ~~and~~members ~~SunTrust~~of ~~Capital~~the ~~Markets,~~Company’s Board of Directors and Amgen Inc., asa ~~representatives~~Delaware corporation (“Amgen”). The complaint alleges breaches of the ~~several~~defendants’ ~~underwriters~~fiduciary (duty to the Company’s ~~“Underwriters”),~~stockholders ~~relating~~in toconnection with the ~~sale~~proposed acquisition of 6all of the publicly owned shares of the Company’s common stock by Amgen,~~000~~ through the merger of the Company with and into Arrow Acquisition,~~000~~ ~~shares~~LLC, a wholly owned subsidiary of ~~Tularik~~Amgen, in exchange for shares of common stock toof Amgen (the ~~Underwriters~~“Merger”). The ~~public offering~~complaint ~~price~~also ~~will~~seeks beto ~~$11.90~~enjoin ~~per~~the ~~share~~Merger. In addition, ~~Tularik~~on ~~has~~March ~~granted~~30, an2004, ~~option~~a tosecond purported class action complaint was filed in the ~~Underwriters~~Court toof Chancery ~~purchase~~in upthe toState anof ~~additional~~Delaware ~~900~~against the Company,~~000~~ ~~shares~~each of ~~its~~the ~~common~~members ~~stock~~of the Company’s Board of Directors and Amgen. The ~~offering~~second complaint alleges breaches of the ~~shares~~defendants’ ~~(the~~fiduciary ~~“Public~~duty ~~Offering”)~~to ~~will~~the beCompany’s ~~made~~stockholders byin ~~means~~connection ofwith athe ~~prospectus,~~Merger ~~which~~and ~~consists~~unfair ofand ainadequate ~~prospectus~~compensation ~~supplement,~~to ~~dated~~be ~~November~~paid ~~10,~~to ~~2003~~class members in the Merger, and aseeks ~~base~~to ~~prospectus,~~enjoin ~~dated~~the ~~September~~Merger. ~~21,~~The ~~2001,~~Company ~~filed~~anticipates ~~with~~that ~~the~~similar ~~Securities~~actions ~~and~~may ~~Exchange~~be ~~Commission~~filed in the future. AThe ~~copy~~Company ofbelieves ~~the~~that ~~press~~it ~~release~~has meritorious ~~announcing~~defenses to the ~~pricing~~allegations ofcontained ~~the Public~~in ~~Offering~~these isactions ~~attached~~and ~~hereto~~intends asto ~~Exhibit~~defend 99itself vigorously.1 ~~and~~No istrial ~~incorporated~~date byhas ~~reference~~been ~~herein~~scheduled for either case.

~~Attached~~This asForm ~~Exhibit~~8-K 1contains “forward-looking” statements.1 toFor this purpose, any statements contained in this Form 8-K isthat ~~the~~are ~~Underwriting~~not ~~Agreement~~statements byof ~~and~~historical ~~among~~fact may ~~Tularik~~be ~~and~~deemed ~~the~~to ~~Underwriters~~be forward-looking statements, including statements related to future results in any litigation. ~~Attached~~Words such as ~~Exhibit~~“believes,” ~~5.1~~“anticipates,” “plans,” “expects,” “will,” “intends,” “may,” “seek,” and similar expressions are intended to ~~this~~identify ~~Form~~forward-looking 8statements. These forward-Klooking isstatements ~~the~~are ~~opinion~~subject ofto ~~Cooley~~risks ~~Godward~~and ~~LLP~~uncertainties ~~relating~~ that could cause actual results to differ materially from the ~~legality~~results ofindicated ~~the~~by ~~shares~~such forward-looking statements. Important factors that could cause results to bediffer ~~issued~~include, inbut ~~the~~are ~~Public~~not ~~Offering.~~limited ~~Attached~~to, aswhether ~~Exhibit~~the ~~23.2~~Company will be able to ~~this~~successfully ~~Form~~defend ~~8-K~~any islawsuit, including the purported ~~consent~~securities class actions, the inherent uncertainties and risks of ~~PricewaterhouseCoopers~~litigation ~~LLP~~that may cause the Company to review and alter its ~~reference~~litigation ~~under~~strategy and the ~~heading~~risk ~~“Experts”~~of inpotential ~~the~~adverse ~~prospectus~~rulings ~~supplement~~in any litigation. The Company does not undertake any obligation to update forward-looking statements.

In connection with the offer and potential sale by the Underwriters of shares of Tularik common stock to Amgen Inc. in the Public Offering, the Board of Directors of Tularik approved an amendment to the Stockholder Rights Agreement between Tularik and Wells Fargo Bank Minnesota, N.A., dated December 11, 2002, as amended on May 21, 2003. The foregoing description is qualified in its entirety by the Amendment to Rights Agreement between Tularik and Wells Fargo Bank Minnesota, N.A., dated November 10, 2003, a copy of which is attached hereto as Exhibit 4.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Number		Description
1.1		Underwriting Agreement, dated as of November 10, 2003, by and among Tularik Inc. and the Underwriters.
4.1		Amendment to Rights Agreement between Tularik and Wells Fargo Bank Minnesota, N.A., dated November 10, 2003.
5.1		Opinion of Cooley Godward LLP.
23.1		Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
23.2		Consent of PricewaterhouseCoopers LLP.
99.1		Press Release entitled “Tularik Announces Pricing of Equity Offering,” dated November 11, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~report~~Current Report to be signed on its behalf by ~~the~~ the undersigned hereunto duly authorized.

	TULARIK INC.	~~TULARIK INC.~~
Date:	November 10, 2003	/s/ William J. Rieflin
Dated: April 16, 2004	/s/ William J. Rieflin
		William J. Rieflin Executive Vice President, AdministrationActing Chief Financial Officer
	William J. Rieflin
	Executive Vice President, Administration
	Acting Chief Financial Officer

EXHIBIT INDEX

Number		Description
1.1		Underwriting Agreement, dated as of November 10, 2003, by and among Tularik Inc. and the Underwriters.
4.1		Amendment to Rights Agreement between Tularik and Wells Fargo Bank Minnesota, N.A., dated November 10, 2003.
5.1		Opinion of Cooley Godward LLP.
23.1		Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
23.2		Consent of PricewaterhouseCoopers LLP.
99.1		Press Release entitled “Tularik Announces Pricing of Equity Offering,” dated November 11, 2003.

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