SecProbe.io

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Mail Stop 0309	January 21, 2005

George A. Scangos, Ph.D.
President and Chief Executive Officer
Exelixis, Inc.
170 Harbor Way
P.O. Box 511
South San Francisco, CA 94083

Re:  	Exelixis, Inc.
	Registration Statement on Form S-3
File No. 333-122079, filed January 14, 2005

Dear Dr. Scangos:

	We have limited our review of the above referenced filing to
monitor only for any affiliation among the selling security
holders
and any broker-dealers.  Please tell us whether any of the selling
security holders are broker-dealers or affiliates of a broker-
dealer.
If any selling security holders are broker-dealers, please revise
to
identify these security holders and clearly state that these
security
holders are underwriters, unless the shares were issued as
underwriting compensation.  If any of the security holders are
affiliates of a broker dealer, then revise to indicate whether
these
selling security holders purchased the shares in the ordinary
course
of business.  We may have further comments upon review of your
response.

	Please amend your registration statement in response to the
above comment.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your response to our comment.  Detailed
cover letters greatly facilitate our review.  Please understand
that
we may have additional comments after reviewing your amendment and
response to our comment.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

 	Please direct any questions to Anne Nguyen, Attorney-Advisor,
at
(202) 942-2895.

         	               					Sincerely,

                	          					Jeffrey
Riedler
                           					Assistant
Director

cc:	Christoph Pereira, Esq.
Vice President, Legal Affairs and Secretary
Exelixis, Inc.
170 Harbor Way
P.O. Box 511
South San Francisco, CA 94083
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George A. Scangos, Ph.D.
Exelixis, Inc.
January 21, 2005
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