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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

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                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

     Date of Report (Date of the earliest event reported): January 14, 2002


                          NEUROCRINE BIOSCIENCES, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                      0-28150                33-0525145
 (STATE OR OTHER JURISDICTION    (COMMISSION FILE NUMBER)    (I.R.S. EMPLOYER
       OF INCORPORATION)                                     IDENTIFICATION NO.)


                 10555 SCIENCE CENTER DRIVE, SAN DIEGO, CA 92121
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (858) 658-7600



                                       N/A

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

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     This Current Report on Form 8-K is filed by Neurocrine Biosciences, Inc., a
Delaware  corporation (the "Company"),  in connection with the matters described
herein.


ITEM 5.  OTHER EVENTS

     On January 11,  2002,  the Company  announced  that its Board of  Directors
approved an  amendment  of its  shareholder  rights plan to increase the initial
exercise price of the rights issued  pursuant to the plan from $51.75 to $350.00
per right.

     The intent of the increase is to preserve the  effectiveness of the plan in
view  of the  recent  appreciation  of  the  company's  stock  price.  No  other
amendments  were made to the plan.  The  shareholder  rights plan was originally
approved in April 1997. The Company was advised by Robertson Stephens, Inc.

ITEM 7.  EXHIBITS

     (a)  Exhibits. The following exhibits are filed herewith:

           Exhibit
           Number     Description of Exhibit
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             4.1      Amended and Restated Preferred Shares Rights Agreement
            99.1      Press Release dated January 11, 2002



                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: January 14, 2002                     NEUROCRINE BIOSCIENCES, Inc.



                                   By:     /s/ PAUL W. HAWRAN
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                                           Paul W. Hawran
                                           Executive Vice President and
                                           Chief Financial Officer