EXHIBIT 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



Each of the undersigned hereby certifies, in his capacity as an officer of
Peregrine Pharmaceuticals, Inc. (the "Company"), for purposes of 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to his knowledge:

         (1) the accompanying annual report on Form 10-K of the Company for the
annual period ended April 30, 2004 (the "Report") fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities
Exchange Act of 1934, as amended; and

         (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Date:     JULY 12, 2004
          -------------

/S/ STEVEN W. KING
------------------
Steven W. King
PRESIDENT AND CHIEF EXECUTIVE OFFICER


/S/ PAUL J. LYTLE
-----------------
Paul J. Lytle
CHIEF FINANCIAL OFFICER



A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN
PROVIDED TO PEREGRINE PHARMACEUTICALS, INC. AND WILL BE RETAINED BY PEREGRINE
PHARMACEUTICALS, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR
ITS STAFF UPON REQUEST.