SC TO-I/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   SCHEDULE TO
                                (AMENDMENT NO. 1)
                                  (Rule 13e-4)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         PROGENICS PHARMACEUTICALS, INC.
                       (Name of Subject Company (Issuer))

                         PROGENICS PHARMACEUTICALS, INC.
                        (Name of Filing Person (Offeror))

                  Options Under Progenics Pharmaceuticals, Inc.
                 Amended and Restated 1996 Stock Incentive Plan
              to Purchase Common Stock, Par Value $0.0013 Per Share
                         (Title of Class of Securities)

                                   743187 10 6
                      (CUSIP Number of Class of Securities)
                            (Underlying Common Stock)

                               Philip K. Yachmetz
                          General Counsel and Secretary
                         Progenics Pharmaceuticals, Inc.
                           777 Old Saw Mill River Road
                            Tarrytown, New York 10591
                                 (914) 789-2800
           (Name, address and telephone number of person authorized to
         receive notices and communications on behalf of filing person)

                            CALCULATION OF FILING FEE



- -----------------------------------------------------------------------
     Transaction valuation*                        Amount of filing fee
- -----------------------------------------------------------------------
                                                      
           $7,025,000                                    $1,405**
- -----------------------------------------------------------------------


* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 468,500 shares of common stock of Progenics
Pharmaceuticals, Inc. having an exercise price of $20.00 will be issued in
exchange for currently outstanding options pursuant to this offer. The aggregate
value of such options was calculated based on the Black-Scholes option pricing
model. The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of
the value of the transaction.

**  Previously paid.

[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
                                                  
         Amount Previously Paid:            Not applicable.   Filing party:                      Not applicable.
         Form or Registration No.:          Not applicable.   Date filed:                        Not applicable.


     

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below to designate any transactions to which the statement relates:

         [ ] third party tender offer subject to Rule 14d-1.
         [X] issuer tender offer subject to Rule 13e-4.
         [ ] going-private transaction subject to Rule 13e-3.
         [ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]










This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO relating to an offer to employees by the Company to exchange
outstanding options to purchase shares of our common stock, par value $.0013
(the "Common Stock") granted on January 1, 2000 and January 7, 2000 and, solely
with regard to those employees hired on or between January 1, 2000 and February
28, 2001, options granted on such employees' original date of employment under
the Company's Amended and Restated 1996 Stock Incentive Plan to purchase shares
of Common Stock, for new options (the "New Options") to purchase shares of the
Common Stock to be granted under the same plan, upon the terms and subject to
the conditions described in the Offer to Exchange and the related Election
Concerning Exchange of Stock Options form (the "Election Form" and, together
with the Offer to Exchange, as they may be amended from time to time, the
"Offer")

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and restated as follows so as to
add Exhibit (a)(6) attached hereto:

         (a)      (1) Offer to Exchange, dated May 25, 2001.*

                  (2) Form of Election Concerning Exchange of Stock Options.*

                  (3) Progenics Pharmaceuticals, Inc. Annual Report on Form 10-K
                  for its fiscal year ended December 31, 2000 filed with the
                  Securities and Exchange Commission on March 30, 2001 and
                  incorporated herein by reference.*

                  (4) Progenics Pharmaceuticals, Inc. Quarterly Report on Form
                  10-Q for its fiscal quarter ended March 31, 2001, filed with
                  the Securities and Exchange Commission on May 15, 2001 and
                  incorporated herein by reference.*

                  (5) Memorandum to Employees from Paul J. Maddon, M.D., Ph.D.*

                  (6) Supplement, dated June 13, 2001, to Offer to Exchange,
                  dated May 25, 2001.

         (b)      Not applicable.

         (d)      (1) Progenics Pharmaceuticals, Inc. Amended and Restated 1996
                  Stock Incentive Plan filed as an exhibit to the Company's
                  Quarterly Report on Form 10-Q for its fiscal quarter ended
                  September 30, 1999 and incorporated herein by reference.*

         (g)      Not applicable.

         (h)      Not applicable.

- -------------------------
*  Previously filed.


                                       2








                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and correct.

                                               Progenics Pharmaceuticals, Inc.


                                               /s/ PHILIP K. YACHMETZ, ESQ.
                                               ------------------------------
                                               Philip K. Yachmetz, Esq.
                                               General Counsel and Secretary

Date: June 13, 2001


                                       3

EX-99

                         Progenics Pharmaceuticals, Inc.

      Supplement No. 1 to Offer To Exchange Outstanding Options Granted To
       Employees of Progenics On January 1, 2000 And January 7, 2000 And,
       Solely With Regard To Those Employees Who Were Hired On Or Between
         January 1, 2000 And February 28, 2001, Options Granted On Such
                        Employees' Original Date Of Hire

                     The Offer And Withdrawal Rights Expire
               At 12:00 Midnight, Eastern Time, On June 23, 2001,
                         Unless The Offer Is Extended.


Memorandum to Employees:

We wish to remind you that our previously announced offer to exchange certain
options expires at the end of next week, as specified above. If you have not
done so already, and you wish to participate in this program, please complete
and return the previously distributed election form to Gina M. Clements. If
you need an additional election form, you can receive one by contacting Gina at
914-789-2872.

Enclosed for your review, in connection with the program, is a copy of our
Annual Report on Form 10-K for the year ended December 31, 2000 as well as our
quarterly report on Form 10-Q for the quarter ended March 31, 2001.

Also, for your information below please find supplemental matters raised in
connection with our option exchange offer. The information below amends and
supplements the Offer to Exchange dated May 25, 2001 previously distributed to
you.

1.       When will I receive my replacement options?

         We will grant the new options on the date of the first meeting of the
compensation committee of the Progenics board of directors held more than six
months and a day after the date we cancel the options accepted for exchange. If
we cancel options elected for exchange on June 25, 2001, the first business day
after the scheduled expiration date of the offer, the Progenics' compensation
committee will grant the replacement options on or after December 26, 2001.
While we intend for the compensation committee to meet and grant the new options
on December 26, 2001 or as soon thereafter as reasonably possible, and believe
that it will do so, we cannot guarantee that the options will be granted in a
timely fashion. For example, members of the compensation committee may be unable
to meet due to illness or other unforeseen events, which could delay the grant
of new options until after December 26, 2001. Therefore, if you elect to
participate in the exchange offer, you may not receive your new options in the
time frame we currently envision.

2.       Are any of Progenics' officers participating in the exchange offer?

         As we stated in the Offer to Exchange, the exchange offer is open to
all employees of Progenics (other than directors) who hold options granted on
January 1, 2000 and January 7, 2000 and, solely with regard to those employees
who were hired on or between January 1, 2000 and February 28, 2001, options
granted on such employees' original date of hire. Progenics' officers (other
than directors) are therefore eligible to participate in the offer. If they
participate in the exchange offer, our officers are required to participate on
the same terms as all other Progenics employees. Whether or not these officers
will participate in the exchange offer will depend on their own personal
circumstances and other factors.

3.       When may I withdraw previously elected options?








         You may withdraw your options elected for exchange at any time before
12:00 Midnight, Eastern Time, on June 23, 2001. If we extend the offer beyond
that time, you may withdraw your elected options at any time until the
expiration of the offer. In addition, until we accept your elected options for
exchange after Midnight, Eastern Time, on June 23, 2001, you may withdraw your
options elected for exchange at any time after Midnight, Eastern Time, on June
23, 2001. Furthermore, you may withdraw your election to exchange your options
after Midnight, Eastern Time, on July 24, 2001 if we do not accept your options
tendered for exchange before such time. We intend to accept options tendered for
exchange immediately after Midnight, Eastern Time, on June 23, 2001. To the
extent we do not accept a tendered option, the burden is on us to promptly
return your rejected option.

4.       What happens if Progenics is subject to a change of control before the
replacement options are granted?

         If we are party to a change in control transaction before the
replacement options are granted, we would take all appropriate and available
measures to require the surviving corporation to inherit our obligation to grant
replacement options. Please see question 33 on page 7 of the Offer to Exchange
for more details. We cannot assure you, however, that the surviving corporation
would agree to inherit our obligation to grant replacement options. If you
participate in the exchange offer and the surviving corporation in a change of
control transaction involving us does not honor our obligation to grant you
replacement options, you will lose all your options.

5.       What steps need I take to receive the additional option grant if I am
an employee hired on or between January 1, 2000 and February 28, 2001 and I do
not want to participate in the exchange offer?

         If you are an employee of Progenics and were hired on or between
January 1, 2000 and February 28, 2001 and you elect to NOT participate in the
exchange offer, we will grant you new options to purchase an amount of our
common stock equal to 20% of the original amount of your hire-date stock option
grant. If you choose not to exchange your options, for our records we would like
you to check the appropriate box on the election form, and sign and date the
form and return it to us. However, if you choose not to exchange your options
you will receive the additional option grant regardless of whether you
complete the form.

6.       Why won't the exercise price for the additional option grant be set in
advance?

         Those employees hired on or between January 1, 2000 and February 28,
2001 who do not elect to exchange their new-hire option grants will receive an
additional option grant for a number of shares equal to 20% of the shares
covered by their new-hire option grant. This grant will be made on the first
business day after the offer expires and will have an exercise price equal to
the most recent closing price of the common stock as of the expiration of the
offer. Progenics is not setting in advance the exercise price for the additional
options because if it did, and the price for Progenics stock increased prior to
the expiration of the offer, under applicable accounting principles Progenics
would need to record compensation expense, which could be deleterious.



                                               PROGENICS PHARMACEUTICALS, INC.

                                               June 13, 2001