8-A12G/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-A/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         PROGENICS PHARMACEUTICALS, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)




          Delaware                                       13-3379479
- ------------------------------              ------------------------------------
(State of incorporation                     (I.R.S. Employer Identification No.)
or organization)

777 Old Saw Mill River Road
Tarrytown, New York
(Address of principal
executive offices)                                          10591
                                            ------------------------------------
                                                         (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                       Name of each exchange on which
to be so registered                       each class is to be registered
- -------------------                       ------------------------------

None                                      N/A
- -------------------                       ------------------------------



Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $.0013 per share
                    ----------------------------------------
                                (Title of class)


Item 1. Description of Registrant's Securities to be Registered.

     For a description of the Common Stock, par value $.0013 per share, of the
Registrant being registered hereunder, reference is made to the information
under the heading "Description of Capital Stock" of the Registrant's Preliminary
Prospectus dated October 7, 1996 forming a part of the Registrant's Registration
Statement on Form S-1, as amended, (Reg. No. 333-13627) as filed with the
Securities and Exchange Commission on October 7, 1996 (Exhibit 4 hereto). The
aforementioned description is hereby incorporated by reference herein and made a
part of this registration statement.

Item 2.               Exhibits.

1.          Certificate of Incorporation, as amended, of
            Progenics Pharmaceuticals, Inc. (incorporated
            herein by reference to Exhibit 3.1 of the
            Registration Statement on Form S-1 of Progenics
            Pharmaceuticals, Inc. (Reg. No. 333-13627)).

2.          By-laws of Progenics Pharmaceuticals, Inc.
            (incorporated herein by reference to Exhibit 3.2 of
            the Registration Statement on Form S-1 of
            Progenics Pharmaceuticals, Inc. (Reg. No. 333-
            13627)).

3.          Form of Registration Rights Agreement
            (incorporated by reference to Exhibit 10.1 of the
            Registration Statement on Form S-1 of Progenics
            Pharmaceuticals, Inc. (Reg. No. 333-13627)).

4.          "Description of Capital Stock" of the Registration
            Statement on Form S-1 of Progenics
            Pharmaceuticals, Inc. (Reg. No. 333-13627).








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                                    SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                          Progenics Pharmaceuticals, Inc.
                                                   (Registrant)



Dated:  November 12, 1996             By: /s/ Robert A. McKinney
                                          ----------------------
                                          Name: Robert A. Mckinney
                                          Title: Vice President, Finance and
                                                 Operations
 




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EX-4

                                                                       EXHIBIT 4

                          DESCRIPTION OF CAPITAL STOCK

AUTHORIZED STOCK; ISSUED AND OUTSTANDING SHARES

     Upon the completion of this offering, the authorized capital stock of the
Company will consist of 40,000,000 shares of Common Stock, par value $.0013 per
share, and 20,000,000 shares of Preferred Stock, par value $.001 per share.

     In October 1996 the Board of Directors and shareholders of the Company
approved a three-for-four reverse stock split of the Company's Common Stock. All
information in this Prospectus has been adjusted to reflect the reverse stock
split.

     As of September 30, 1996, 2,294,675 shares of Common Stock and 5,679,826
shares of Preferred Stock were outstanding. Simultaneously with the closing of
this offering, each outstanding share of Preferred Stock will automatically be
converted into .75 shares of Common Stock, or an aggregate of 4,259,878 shares
of Common Stock, pursuant to its terms.

COMMON STOCK

     Assuming conversion of all outstanding Preferred Stock, at September 30,
1996 there were 6,554,553 shares of Common Stock outstanding held by
approximately 130 stockholders of record. Holders of Common Stock are entitled
to one vote for each share held of record on any matters voted upon by
stockholders and do not have any cumulative voting rights. Subject to
preferences that may be applicable to any outstanding Preferred Stock, holders
of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. See
"Dividend Policy." In the event of a liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preferences or any
outstanding Preferred Stock. Holders of Common Stock have no preemptive rights
and no right to convert their Common Stock into any other securities. There are
no redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are, and all shares of Common Stock to be
outstanding upon completion of this offering will be, validly issued, fully paid
and nonassessable. All shares of Common Stock issuable upon conversion of the
Preferred Stock and upon exercise of warrants will be, upon such conversion or
exercise, validly issued, fully paid and nonassessable. The rights, preferences
and privileges of holders of Common Stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of Preferred
Stock which the Company may designate and issue in the future.

PREFERRED STOCK

     Upon the closing of this offering, the conversion of the outstanding Series
A, Series B and Series C Preferred Stock and the filing of a Certificate of
Amendment to Certificate of Incorporation removing the designation of those
Series, the Company's Certificate of Incorporation will authorize the issuance
of up to 20,000,000 shares of Preferred Stock, $.001 par value per share, and
none of those shares will be outstanding or designated into any series. Under
the terms of the Certificate of Incorporation, the Board of Directors is
authorized, subject to any limitations prescribed by law, without stockholder
approval, to issue such shares of Preferred Stock in one or more series. Each
such series of Preferred Stock shall have such rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, as shall be determined by the
Board of Directors.

     The purpose of authorizing the Board of Directors to issue Preferred Stock
and determine its rights and preferences is to eliminate delays associated with
a stockholder vote on specific issuances. The issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company. The Company has no
present plans to issue any shares of Preferred Stock.


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WARRANTS

     The Company has issued warrants (the "Warrants") to purchase 347,249 shares
of Series C Preferred Stock. Each Warrant entitles the holder to purchase one
share of Series C Preferred Stock at a purchase price of $5.00 per share
(subject to adjustment in certain circumstances) during the five-year period
commencing on the warrant issuance date (December 8, 1995 or February 23, 1996).
Following the closing of this offering, the Warrants will become exercisable for
260,455 shares of Common Stock at a purchase price of $6.67 per share of Common
Stock (subject to adjustment in certain circumstances). If at any time after the
date of this offering but before December 31, 1996 the Company issues: (i)
additional shares of Common Stock; (ii) securities that are convertible into or
exchangeable for shares of Common Stock; or (iii) warrants or other rights to
subscribe for shares of Common Stock (collectively, "Additional Shares"), at a
price lower than the current exercise price of the Warrant, then the exercise
price of the Warrant will be reduced to such lower price and the number of
shares subject to the Warrant shall be proportionally increased. After December
31, 1996, if the Company issues Additional Shares at a price per share that is
lower than the then current market price (as defined) per share of the Common
Stock, then the exercise price of the Warrant will be reduced to a price equal
to (a) the sum of (i) the total number of shares of the Company outstanding
immediately prior to the issuance of the Additional Shares multiplied by the
then current exercise price of the Warrant, plus (ii) the consideration received
by the Company for the Additional Shares, divided by (b) the total number of
shares of capital stock of the Company outstanding immediately after the
issuance of the Additional Shares. In such case the number of shares subject to
the Warrant shall be proportionally increased. In no event is any adjustment of
the exercise price of the Warrant or the number of shares subject to the Warrant
required upon the grant of stock options or other stock incentives to employees
of the Company or upon the exercise of such options or incentives.

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

     The Company is subject to the provision of Section 203 of the General
Corporation Law of Delaware. Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of a corporation's
voting stock.

     The Certificate of Incorporation contains certain provisions permitted
under the General Corporation Law of Delaware relating to the liability of
directors. The provisions eliminate a director's liability for monetary damages
for a breach of fiduciary duty, except in certain circumstances involving
wrongful acts, such as the breach of a director's duty of loyalty or acts or
omissions which involve intentional misconduct or a knowing violation of law.
Further, the Certificate of Incorporation contains provisions to indemnify the
Company's directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware. The Company believes that these provisions will
assist the Company in attracting and retaining qualified individuals to serve as
directors.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.


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