UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 2922, 2004

Tularik Inc.

(Exact name of registrant as ~~specified~~specifided in its charter)

Delaware

Delaware

000-28397

94-3248800

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

(State or other jurisdiction of incorporation)


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

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 512. ~~OTHER~~Results ~~EVENTS~~of Operations and Financial Condition

On ~~March~~April 2922, 2004, ~~a purported class action complaint was filed in~~ the ~~Court~~Registrant ofpublicly ~~Chancery~~disseminated ~~in the State of Delaware against Tularik Inc.,~~ a ~~Delaware corporation~~press ~~(the~~release ~~“Company”),~~announcing ~~each of the members of the Company’s Board of Directors and Amgen Inc., a Delaware corporation (“Amgen”). The complaint alleges breaches of the defendants’ fiduciary duty to the~~certain ~~Company’s~~financial ~~stockholders~~results in connection with the proposed acquisition of all of the publicly owned shares of the Company’s common stock by Amgen, through the merger of the Company with and into Arrow Acquisition, LLC, a wholly owned subsidiary of Amgen, in exchange for ~~shares of common stock of Amgen (~~the ~~“Merger”).~~first ~~The~~quarter ~~complaint~~ended ~~also seeks to enjoin the Merger. In addition, on~~ March 3031, 2004~~, a second purported class action complaint was filed in the Court of Chancery in the State of Delaware against the Company, each of the members of the Company’s Board of Directors and Amgen~~. The second complaint alleges breaches of the defendants’ fiduciary duty to the Company’s stockholders in connection with the Merger and unfair and inadequate compensation to be paid to class members in the Merger, and seeks to enjoin the Merger. The Company anticipates that similar actions may be filed in the future. The Company believes that it has meritorious defenses to the allegations contained in these actions and intends to defend itself vigorously. No trial date has been scheduled for either case.

~~This~~A ~~Form~~copy ~~8-K contains “forward-looking” statements. For this purpose, any statements contained in this Form 8-K that are not statements~~ of ~~historical fact~~the ~~may~~Registrant’s bepress ~~deemed~~release todated beApril ~~forward-looking statements~~22, ~~including~~2004 ~~statements~~concerning ~~related~~the toforegoing ~~future~~ results inis ~~any~~furnished ~~litigation.~~herewith ~~Words such~~ as ~~“believes,”~~Exhibit ~~“anticipates,” “plans,” “expects,” “will,” “intends,” “may,” “seek,” and similar expressions are intended to identify forward-looking statements~~99.1 ~~These forward-looking statements are subject to risks~~ and ~~uncertainties~~is ~~that~~incorporated ~~could~~herein ~~cause actual results to differ materially from the results indicated~~ by ~~such forward-looking statements~~reference. Important factors that could cause results to differ include, but are not limited to, whether the Company will be able to successfully defend any lawsuit, including the purported securities class actions, the inherent uncertainties and risks of litigation that may cause the Company to review and alter its litigation strategy and the risk of potential adverse rulings in any litigation. The Company does not undertake any obligation to update forward-looking statements.

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

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

		TULARIK INC.
Dated: April 16, 2004		/s/ William J. Rieflin
Date: April 22, 2004		/s/ William J. Rieflin
		William J. Rieflin
		William J. Rieflin Executive Vice President, Administration Acting Chief Financial Officer
		Executive Vice President, Administration
		Acting Chief Financial Officer

EXHIBIT INDEX


Number		Description
99.1		Press Release entitled “Tularik Reports 2004 First Quarter Financial Results,” dated April 22, 2004 (furnished and not filed herewith solely pursuant to Item 12).

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