8-K

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

April 7, 2004

(Date of earliest event reported)

PHARMACYCLICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-26658	94-3148201
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

995 E. Arques Avenue
Sunnyvale, California 94085-4521
(408) 774-0330

(Address of principal executive offices including zip code and registrant’s telephone number, including
area code)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

Item 5. Other Events

     On April 7, 2004, Pharmacyclics, Inc. (the “Registrant”) issued a press release announcing the closing of its previously announced underwritten public offering of 3,200,000 shares of common stock, which includes shares issued pursuant to the exercise of the underwriter’s over-allotment option. The Registrant’s press release announcing the closing of the public offering is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7. Financial Statements and Exhibits.

                    (c) Exhibits.

Exhibit No.	Description
99.1	Press release of Registrant, dated April 7, 2004.

SIGNATURE

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.

Date: April 7, 2004
	PHARMACYCLICS, INC.
	By: Name: Title:	/s/ LEIV LEA Leiv Lea Vice President, Finance & Administration and CFO and Secretary

INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED APRIL 8, 2004

Exhibit	Description
99.1	Press release of Registrant, dated April 7, 2004.

EX-99.1

                                                                    Exhibit 99.1

                                                 Contacts:   LEIV LEA
                                                             Pharmacyclics, Inc.
                                                             (408) 774-0330
                                                             IAN R. MCCONNELL
                                                             WeissCom Partners
                                                             (415) 362-5018

          PHARMACYCLICS ANNOUNCES COMPLETION OF COMMON STOCK OFFERING

SUNNYVALE, CA, APRIL 7, 2004 -- Pharmacyclics, Inc. (Nasdaq: PCYC) today
announced the closing of a previously announced underwritten public offering of
3,200,000 shares of its common stock, which includes shares issued pursuant to
the exercise of the underwriter's over-allotment option. The public offering
price of $13.00 per share results in net proceeds to Pharmacyclics of
approximately $39.6 million.  All of the shares to be sold in the offering are
newly issued shares of common stock of Pharmacyclics.

Pacific Growth Equities, LLC acted as the sole book-running manager and
underwriter of this offering. A copy of the prospectus and accompanying
prospectus supplement relating to the offering can be obtained from Pacific
Growth Equities, LLC at One Bush Street, San Francisco, CA 94104.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.

ABOUT PHARMACYCLICS

Pharmacyclics is a pharmaceutical company developing products to improve upon
current therapeutic approaches to cancer and atherosclerosis. The company's
products are rationally designed, ring-shaped small molecules called texaphyrins
that selectively target and disrupt the bioenergetic processes of diseased
cells, such as cancer and atherosclerotic plaque.


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