<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-46496
ALZA CORPORATION
SUPPLEMENT NO. 2 TO PROSPECTUS DATED NOVEMBER 3, 2000
This supplement amends certain information contained in our prospectus,
dated November 3, 2000, registering for resale our Zero Coupon Convertible
Subordinated Debentures due July 28, 2020 and the shares of common stock
issuable upon conversion of these debentures. This supplement is not complete
without, and may not be delivered or utilized except in connection with, the
prospectus, including any amendments or supplements to it.
The table under the caption "Selling Security Holders" on page 30 of the
prospectus, as amended by that certain prospectus supplement dated November 30,
2000, is hereby further amended by: (i) adding to the table the security holders
identified below on Schedule 1, and (ii) amending and restating the security
holdings of those security holders identified below on Schedule 2. In addition,
the selling security holders identified below and in the prospectus may have
sold, transferred or otherwise disposed of all or a portion of their debentures
since the date on which they provided the information about their holdings in
transactions exempt from the registration requirements of the Securities Act.
Schedule 1
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<TABLE>
<CAPTION>
Principal Amount at
Maturity of Debentures Shares of Common
Beneficially Conversion Shares Shares of Common
Owned that that Stock Owned After
May Be Offered May Be Offered the Offering
--------------------------- ---------------------- -------------------
<S> <C> <C> <C>
Bear, Stearns & Co, Inc................... $10,000,000 140,270
RCG Latitude Master Fund.................. 200,000 2,805
White River Securities LLC................ 10,000,000 140,270
</TABLE>
Schedule 2
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<TABLE>
<CAPTION>
Principal Amount at
Maturity of Debentures
Beneficially Conversion Shares Shares of Common
Owned that that Stock Owned After
May Be Offered May Be Offered the Offering
--------------------------- ---------------------- -------------------
<S> <C> <C> <C>
Bank Austria Cayman Island, Ltd........... $ 3,500,000 49,094
Credit Suisse First Boston Corporation.... 30,000,000 420,810
Goldman Sachs and Company ................ 2,850,000 39,976 4,882 (1)
Merrill Lynch Pierce Fenner &
Smith, Inc.............................. 120,000 1,683 77,806 (1)
Ramius Capital Group Holdings............. 1,300,000 18,235
UBS Warburg LLC ......................... 65,758,000 922,387
</TABLE>
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(1) Shares issuable upon conversion of our 5 1/4% zero coupon convertible
subordinated debentures due 2014.
Information concerning the selling security holders is based upon
information provided to us by the security holders. This information may change
from time to time and any changed information will be set forth in future
prospectus supplements if and when necessary. In addition, the per share
conversion price and therefore the number of shares of common stock issuable
upon conversion or redemption of the debentures, are subject to adjustment. See
"Description of the Debentures" in the prospectus. As a result, the aggregate
principal amount of debentures and the number of shares of common stock issuable
upon conversion or redemption may increase or decrease.
The date of this Supplement is January 5, 2001
