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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Di Donato Brian

 2. Date of Event Requiring Statement (MM/DD/YYYY)
2/11/2019 

 3. Issuer Name and Ticker or Trading Symbol

ACHILLION PHARMACEUTICALS INC [ACHN]

(Last)        (First)        (Middle)

C/O ACHILLION PHARMACEUTICALS, INC., 1777 SENTRY PARKWAY W, BLDG 14, STE 200

 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
SVP, Chief Financial Officer /

(Street)

BLUE BELL, PA 19422      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)

2/11/2019 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)		2. Date Exercisable and Expiration Date
(MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to buy)  (1)8/7/2028 Common Stock 200000.00 $2.56 D  
Explanation of Responses:
(1) This option was granted on August 7, 2018 and vests as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 6.25% of the original number of shares at the end of each successive three-month period thereafter.

Remarks:
This Form 3/A amends and restates the Form 3 filed by the reporting person on February 11, 2019.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Di Donato Brian
C/O ACHILLION PHARMACEUTICALS, INC.
1777 SENTRY PARKWAY W, BLDG 14, STE 200
BLUE BELL, PA 19422

SVP, Chief Financial Officer
Signatures
/s/ Brian Di Donato11/1/2019
**Signature of Reporting PersonDate
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