Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Sarena Francis Willard
 2. Date of Event Requiring Statement (Month/Day/Year)
01/10/2008		 3. Issuer Name and Ticker or Trading Symbol
PDL BIOPHARMA, INC. [PDLI]
(Last)
(First)
(Middle)
C/O PDL BIOPHARMA, INC., 1400 SEAPORT BLVD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec Dir/Chief Legal Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDWOOD CITY, CA 94063		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Comon Stock 4,292 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (2) 04/17/2013 Common Stock 12,500 $ 29.65 D  
Stock Option (Right to Buy)   (3) 08/15/2014 Common Stock 8,660 $ 22.1 D  
Stock Option (Right to Buy)   (4) 11/19/2014 Common Stock 2,500 $ 17.6 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sarena Francis Willard
C/O PDL BIOPHARMA, INC.
1400 SEAPORT BLVD
REDWOOD CITY, CA 94063		       Exec Dir/Chief Legal Officer  

Signatures

/s/ Francis Sarena 01/18/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 3,000 restricted shares that are subject to a risk of forfeiture that lapses with respect to 50% of the shares annually over two years after the grant date of September 14, 2007.
(2) This Option was vested with respect to 5,208 shares on January 10, 2008 and vests monthly with respect to 260 shares.
(3) This Option was vested with respect to 721 shares on January 10, 2008 and vests monthly with respect to 181 shares.
(4) This option will vest with respect to 625 shares on November 14, 2008, and approximately 52 shares monthly thereafter.

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