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                    Form of Right Certificate

                 (Exhibit B to Rights agreement)


Certificate No. R-                                   _____ Rights


     NOT  EXERCISABLE AFTER FEBRUARY 1, 2009 OR  EARLIER  IF
     REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE  SUBJECT
     TO  REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE
     TERMS SET FORTH IN THE RIGHTS AGREEMENT.


                        Right Certificate

                      CV Therapeutics, Inc.


     This   certifies  that  ___________________  or   registered
assigns,  is  the registered owner of the number  of  Rights  set
forth above, each of which entitles the owner thereof, subject to
the  terms,  provisions and conditions of the First  Amended  and
Restated Rights Agreement, dated as of July 19, 2000 (the "Rights
Agreement"),   between   CV  Therapeutics,   Inc.,   a   Delaware
corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A.
(the  "Rights Agent"), to purchase from the Company at  any  time
after  the  Distribution Date (as such term  is  defined  in  the
Rights  Agreement)  and  prior to 5:00  P.M.,  Pacific  Time,  on
February 1, 2009 at the office of the Rights Agent designated for
such  purpose, or at the office of its successor as Rights Agent,
one  one-hundredth  of  a  fully  paid  non-assessable  share  of
Series  A Junior Participating Preferred Stock, par value $  .001
per share (the "Preferred Shares"), of the Company, at a purchase
price of $500.00 per one one-hundredth of a Preferred Share  (the
"Purchase Price"), upon presentation and surrender of this  Right
Certificate with the Form of Election to Purchase duly  executed.
The number of Rights evidenced by this Right Certificate (and the
number  of one one-hundredths of a Preferred Share which  may  be
purchased upon exercise hereof) set forth above, and the Purchase
Price  set forth above, are the number and Purchase Price  as  of
February 2, 1999, based on the Preferred Shares as constituted at
such date.

     From  and  after  the time any Person becomes  an  Acquiring
Person,  (as such terms are defined in the Rights Agreement),  if
the  Rights  evidenced by this Right Certificate are beneficially
owned by (i) an Acquiring Person or an Affiliate or Associate  of
any  such  Acquiring  Person (as such terms are  defined  in  the
Rights  Agreement),  (ii)  a transferee  of  any  such  Acquiring
Person, Associate or Affiliate who becomes a transferee after the
Acquiring   Person   becomes  such,  or   (iii)   under   certain
circumstances specified in the Rights Agreement, a transferee  of
any  such Acquiring Person, Associate or Affiliate who becomes  a
transferee  prior  to or concurrently with the  Acquiring  Person
becoming such, such Rights shall become null and void without any
further  action  and no holder hereof shall have any  right  with
respect to such Rights from and after the time any Person becomes
an Acquiring Person.

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     As  provided in the Rights Agreement, the Purchase Price and
the  number of one one-hundredths of a Preferred Share which  may
be  purchased upon the exercise of the Rights evidenced  by  this
Right Certificate are subject to modification and adjustment upon
the happening of certain events.

     This  Right  Certificate is subject to  all  of  the  terms,
provisions  and  conditions of the Rights Agreement,  as  amended
from  time  to  time, which terms, provisions and conditions  are
hereby  incorporated herein by reference and made a  part  hereof
and to which Rights Agreement reference is hereby made for a full
description  of  the rights, limitations of rights,  obligations,
duties  and immunities hereunder of the Rights Agent, the Company
and  the holders of the Right Certificates.  Copies of the Rights
Agreement are on file at the principal executive offices  of  the
Company and the above-mentioned offices of the Rights Agent.

     This   Right  Certificate,  with  or  without  other   Right
Certificates,  upon surrender at the office of the  Rights  Agent
designated  for such purpose, may be exchanged for another  Right
Certificate  or  Right  Certificates  of  like  tenor  and   date
evidencing  Rights  entitling  the  holder  to  purchase  a  like
aggregate  number of Preferred Shares as the Rights evidenced  by
the  Right  Certificate or Right Certificates  surrendered  shall
have entitled such holder to purchase.  If this Right Certificate
shall  be  exercised  in part, the holder shall  be  entitled  to
receive upon surrender hereof another Right Certificate or  Right
Certificates for the number of whole Rights not exercised.

     Subject  to  the  provisions of the  Rights  Agreement,  the
Rights  evidenced by this Certificate (i) may be redeemed by  the
Company  at a redemption price of $.01 per Right or (ii)  may  be
exchanged in whole or in part for shares of the Company's  Common
Stock,  par  value  $.001 per share, or, upon  circumstances  set
forth in the Rights Agreement, cash, property or other securities
of  the  Company,  including fractions of a  share  of  Preferred
Stock.

     No  fractional  Preferred Shares will  be  issued  upon  the
exercise  of  any  Right or Rights evidenced hereby  (other  than
fractions which are integral multiples of one one-hundredth of  a
Preferred  Share, which may, at the election of the  Company,  be
evidenced  by  depositary receipts) but in lieu  thereof  a  cash
payment will be made, as provided in the Rights Agreement.

     No  holder  of this Right Certificate shall be  entitled  to
vote or receive dividends or be deemed for any purpose the holder
of the Preferred Shares or of any other securities of the Company
which  may  at any time be issuable on the exercise  hereof,  nor
shall  anything contained in the Rights Agreement  or  herein  be
construed to confer upon the holder hereof, as such, any  of  the
rights  of a stockholder of the Company or any right to vote  for
the  election  of  directors  or upon  any  matter  submitted  to
stockholders  at  any  meeting thereof, or to  give  or  withhold
consent to any corporate action, or to receive notice of meetings
or  other  actions affecting stockholders (except as provided  in
the  Rights  Agreement), or to receive dividends or  subscription
rights, or otherwise, until the Right or Rights evidenced by this
Right  Certificate shall have been exercised as provided  in  the
Rights Agreement.

     This Right Certificate shall not be valid or obligatory  for
any  purpose until it shall have been countersigned by the Rights
Agent.

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     Witness  the  facsimile signature of the proper officers  of
the Company and its corporate seal.  Dated as of July 19, 2000.


Attest:                            CV Therapeutics, Inc.


By:_______________________           By:__________________________
     Alan C. Mendelson                   Louis G. Lange
     Secretary                           Chairman of the Board and
                                         Chief Executive Officer

Countersigned:

Wells Fargo Bank Minnesota, N.A.
  as Rights Agent


By:_______________________

Print Name:  Beverly Robinson

Title:  Account Manager

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            Form of Reverse Side of Right Certificate


                       FORM OF ASSIGNMENT


        (To be executed by the registered holder if such
       holder desires to transfer the Right Certificate.)


     FOR  VALUE  RECEIVED  ______________________________________
hereby sells, assigns and transfers unto


          (Please print name and address of transferee)

_________________________________________________________________
____  this Right Certificate, together with all right, title  and
interest  therein,  and  does hereby irrevocably  constitute  and
appoint ________________________ Attorney, to transfer the within
Right Certificate on the books of the within-named Company,  with
full power of substitution.


Dated:  ____________________



                                   ______________________________
                                   Signature




     Form of Reverse Side of Right Certificate -- continued

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Signature Guaranteed:

     Signatures  must  be  guaranteed by an  "eligible  guarantor
institution"  as  defined in Rule 17Ad-15 promulgated  under  the
Securities Exchange Act of 1934, as amended.

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     The   undersigned  hereby  certifies  that  (1)  the  Rights
evidenced by this Right Certificate are not being sold,  assigned
or  transferred  by or on behalf of a Person who  is  or  was  an
Acquiring  Person, an Interested Stockholder or an  Affiliate  or
Associate  thereof  (as  such terms are  defined  in  the  Rights
Agreement);  and  (2) after due inquiry and to the  best  of  the
knowledge of the undersigned, the undersigned did not acquire the
Rights evidenced by this Right Certificate from any Person who is
or  was  an  Acquiring Person, an Interested Stockholder,  or  an
Affiliate or Associate thereof.


                                   ______________________________
                                   Signature

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                  FORM OF ELECTION TO PURCHASE

          (To be executed if holder desires to exercise
          Rights represented by the Right Certificate.)


To Wells Fargo Bank Minnesota, N.A.;


     The   undersigned  hereby  irrevocably  elects  to  exercise
___________________________  Rights  represented  by  this  Right
Certificate  to purchase the Preferred Shares issuable  upon  the
exercise  of such Rights and requests that certificates for  such
Preferred Shares be issued in the name of:

Please insert social security
or other identifying number: ______________


______________________________________________________________
               (Please print name and address)

______________________________________________________________

If such number of Rights shall not be all the Rights evidenced by
this  Right Certificate, a new Right Certificate for the  balance
remaining of such Rights shall be registered in the name  of  and
delivered to:

Please insert social security
or other identifying number: ______________


______________________________________________________________
               (Please print name and address)

______________________________________________________________


Dated:  _________________


                                   ______________________________
                                   Signature



     Form of Reverse Side of Right Certificate -- continued

<PAGE>

Signature Guaranteed:

     Signatures  must  be  guaranteed by an  "eligible  guarantor
institution"  as  defined in Rule 17Ad-15 promulgated  under  the
Securities Exchange Act of 1934, as amended.


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     The   undersigned  hereby  certifies  that  (1)  the  Rights
evidenced by this Right Certificate are not beneficially owned by
nor are they being exercised on behalf of an Acquiring Person, an
Interested  Stockholder or an Affiliate or Associate thereof  (as
such  terms are defined in the Rights Agreement); and  (2)  after
due  inquiry and to the best of the knowledge of the undersigned,
the  undersigned  did not acquire the Rights  evidenced  by  this
Right  Certificate  from any Person who is or  was  an  Acquiring
Person,  an Interested Stockholder, or an Affiliate or  Associate
thereof.



                                   ______________________________
                                   Signature

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                             NOTICE

     The  signature in the Form of Assignment or Form of Election
to  Purchase,  as the case may be, must conform to  the  name  as
written  upon  the  face  of  this  Right  Certificate  in  every
particular,  without  alteration or  enlargement  or  any  change
whatsoever.

     In  the event the certification set forth above in the  Form
of  Assignment or the Form of Election to Purchase, as  the  case
may  be, is not completed, the Company and the Rights Agent  will
deem  the beneficial owner of the Rights evidenced by this  Right
Certificate  to  be  an  Acquiring  Person  or  an  Affiliate  or
Associate thereof (as defined in the Rights Agreement)  and  such
Assignment or Election to Purchase will not be honored.