UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~August~~November 43, 2008

PHARMACOPEIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-50523	51-0418085
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

PO Box 5350, Princeton, New Jersey		08543-5350
(Address of principal executive offices)		(Zip Code)

(609) 452-3600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~x Soliciting material ~~2.05~~pursuant ~~Costs~~to ~~Associated~~Rule 14a-12 ~~with~~under ~~Exit~~the orExchange ~~Disposal~~Act ~~Activities~~(17 CFR 240.14a-12)

Ono Pre-commencement ~~August 4,~~communications ~~2008,~~pursuant ~~Pharmacopeia, Inc.~~to Rule 14d-2(~~the “Company”~~b) ~~reduced its workforce by approximately 40 percent through termination of positions.~~ ~~This~~under ~~action was part of~~ the ~~Company’s~~Exchange ~~overall~~Act ~~plan to focus its efforts on, and~~(17 ~~allocate~~CFR ~~a greater portion of its resources to, the Company’s development programs~~240. The Company notified the 64 affected employees of their termination dates, 60 of which are as of October 3, 2008, and four of which are as of December 4, 2008. The Company expects to record a charge of approximately $3 million in the third quarter of 2008 in connection with the severance provided to employees directly affected by the latest reduction in staffing. Substantially all of the severance cost will result in future cash expenditures. Although the Company believes that its estimates are appropriate and reasonable based on available information, actual results could differ from these estimates.14d-2(b))

~~The~~o Pre-commencement ~~Company’s~~communications ~~press~~pursuant ~~release~~to ~~dated August~~Rule 5,13e-4(c) under ~~2008~~the ~~related~~Exchange toAct ~~the announcement~~(17 isCFR ~~attached hereto as Exhibit 99~~240.1.13e-4(c))

Item 78.01. Regulation FD Disclosure

On ~~August~~November 53, 2008, Pharmacopeia, Inc. (the “Company”) ~~expects~~and Ligand Pharmaceuticals Incorporated (“Ligand”) expect to make a presentation concerning ~~its~~their ~~business~~businesses at the ~~BMO~~Oppenheimer ~~Capital~~19th ~~Markets~~Annual ~~8th~~Healthcare ~~Annual~~Conference ~~Focus~~in onNew ~~Healthcare~~York, ~~Conference~~New York. The materials to be utilized during the presentation are attached as Exhibit 99.21 to this report.

~~The~~On ~~information~~September 24, in2008, ~~this~~the ~~Item~~Company ~~7.01~~entered ~~and~~into ~~Exhibit 99.2~~an toAgreement ~~this~~and ~~report~~Plan ~~are being~~of ~~furnished~~Merger ~~pursuant~~with toLigand, ~~Item~~Margaux 7Acquisition Corp.01, ~~and~~a ~~shall~~wholly ~~not~~owned besubsidiary ~~deemed~~of Ligand to(“Merger beSub ~~“filed~~1”) ~~for purposes~~and ofLatour ~~Section 18~~Acquisition, ofLLC, ~~the~~a ~~Securities~~wholly ~~Exchange~~owned ~~Act~~ subsidiary of ~~1934,~~Ligand ~~as amended~~ (~~the~~ “~~Exchange~~Merger ~~Act~~Sub 2”), orpursuant ~~otherwise~~to bewhich ~~subject~~the toCompany ~~the~~will ~~liabilities~~merge ofwith ~~that~~and ~~section,~~into ~~nor~~Merger ~~shall~~Sub it1, bewith ~~deemed~~the toCompany becontinuing ~~incorporated~~as bythe ~~reference~~surviving inentity ~~any~~(the ~~filing~~“Intermediate ~~under~~Surviving Corporation”) and immediately thereafter, the ~~Securities~~Intermediate ~~Act~~Surviving Corporation ofwill ~~1933,~~merge aswith ~~amended~~and into Merger Sub 2, orwith ~~the~~Merger ~~Exchange~~Sub ~~Act~~2 ~~unless~~continuing as the ~~Company~~ ~~specifically~~surviving ~~so states~~entity.

Additional Information and Where to Find It

On October 20, 2008, Ligand filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4, which included a proxy statement of the Company and other relevant materials in connection with the proposed transaction. The proxy statement, once finalized, will be mailed to the Company’s stockholders. Investors and stockholders of the Company are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the Company, Ligand and the proposed transaction. The proxy statement and other relevant materials (when they become available), and any other documents filed by Ligand or the Company with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Ligand by going to Ligand’s Investor Relations website at www.ligand.com. Investors and security holders may obtain free copies of the documents filed with the SEC by the Company by going to the Company’s Investor Relations page on its corporate website at www.pharmacopeia.com. Investors and security holders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.

The Company and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in favor of the proposed transaction. Information about the Company’s executive officers and directors and their ownership of Company common stock is set forth in the proxy statement for the Company’s 2008 annual meeting of stockholders, which was filed with the SEC on March 24, 2008. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the Company and its respective executive officers and directors in the proposed transaction by reading the proxy statement regarding the proposed transaction, which will be filed with the SEC.

Ligand and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in favor of the proposed transaction. Information concerning Ligand’s directors and executive officers is set forth in Ligand’s proxy statement for its 2008 annual meeting of stockholders, which was filed with the SEC on April 29, 2008, the annual report on Form 10-K filed with the SEC on March 5, 2008 and the current report on Form 8-K filed with the SEC on August 4, 2008.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number
99.1		Press Release
99.2		Presentation Materials

Exhibit Number

99.1		Presentation Materials

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 hereunto duly authorized.

	PHARMACOPEIA, INC.
	By:	/s/ Stephen C. Costalas
		Stephen C. Costalas, Executive Vice President, Corporate Development, General Counsel and Secretary
Date: August 5, 2008
Date: November 3, 2008

EXHIBIT INDEX

Exhibit No.		Description
99.1		Presentation Materials

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