8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) May 13, 1997
                                                 ------------

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


          NEW YORK                   0-19034                 No. 13-3444607
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(State or other jurisdiction       (Commission                (IRS Employer
       of incorporation)           File Number)             Identification No.)

777 OLD SAW MILL RIVER  ROAD, TARRYTOWN, NY                    10591-6707
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  (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code (914) 347-7000
                                                   --------------

                                 NOT APPLICABLE
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)

                                  Page 1 of 6




INFORMATION TO BE INCLUDED IN REPORT



Item 5. Other Events.

        On May 13, 1997, the Company issued a press release, a copy of which is
        included as an exhibit to this filing.



Item 7. Financial Statements and Exhibits.

        (c)     Exhibits

        99(a)   Press Release dated May 13, 1997.


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                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                         Regeneron Pharmaceuticals, Inc.


                                         By: /s/ Murray A. Goldberg
                                             ---------------------------
                                             Murray A. Goldberg
                                             Vice President, Finance &
                                             Administration, Chief Financial
                                             Officer, and Treasurer


Date:  May 13, 1997


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EX-99.(A)

                                                                  Exhibit 99(a)


P&G AND REGENERON FORM 10-YEAR RESEARCH COLLABORATION TO DISCOVER, DEVELOP
PHARMACEUTICAL PRODUCTS


         CINCINNATI, OH and TARRYTOWN, NY (May 13, 1997) -- The Procter & Gamble
Company (NYSE: PG) and Regeneron Pharmaceuticals, Inc. (NASDAQ: REGN) signed a
10-year agreement to discover, develop and commercialize pharmaceutical
products. Over the first five years of the agreement, P&G will provide $135
million to support Regeneron and its research programs. In the second five
years, the companies have the opportunity to continue to collaborate, and will
equally share all related research expenses. This agreement is effective
immediately, pending routine clearance by government authorities.
        
         Over the first five years of the agreement, P&G will purchase up to $60
million in Regeneron equity and provide $75 million in support of Regeneron's
research efforts related to the collaboration. This is in addition to $20
million in research funding to Regeneron to be provided by P&G as part of an
agreement announced in December, 1996 to develop drugs for skeletal muscle
injury and atrophy.

         In return, P&G will have rights to Regeneron's current technology which
is expected to have application in cardiovascular, bone, muscle, arthritis and
other disease areas. P&G also will have rights to new technology developed as a
result of the collaboration. The companies will jointly develop and market
worldwide products resulting from the collaboration and share equally in
profits.

         "Regeneron is considered one of the premier pharmaceutical discovery
organizations in the world, and we're very excited to broaden our work with
their outstanding scientific team," said Bruce L. Byrnes, president of P&G's
health care business. "By combining Regeneron's programs in molecular biology
with our own efforts, we'll increase the depth of our pharmaceuticals pipeline
in our key focus areas, and bring more products to market long-term."
        
         Leonard S. Schleifer, M.D., Ph.D., president and chief executive
officer of Regeneron, added, "We are delighted that P&G has chosen Regeneron to
develop and commercialize our biotechnology-based research. The resources P&G is
investing in Regeneron's research will accelerate our efforts to develop new
drugs from our current research and increase our ability to discover new
approaches to treating a variety of diseases, ranging from muscle atrophy to
vascular disease."

         In addition, P. Roy Vagelos, M.D., chairman of Regeneron, said, "This
collaboration creates a unique synergy by combining Regeneron's cutting-edge
expertise in biotechnology with P&G's expertise in medicinal chemistry and drug
development."
 
         This new collaboration also will include all Regeneron research
programs currently underway except Regeneron's neurotrophic factors and cytokine

research programs, which will continue to be developed independent of the P&G
collaboration. Regeneron has separate agreements with Amgen Inc., Glaxo-Wellcome
PLC, Medtronic, Inc., Pharmacopeia, Inc. and Sumitomo Pharmaceuticals Company,
Ltd. for specific areas not covered by the agreement with P&G.

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        Collaboration Agreement Terms

         Under the terms of the agreement, P&G will conduct research and
development activities in support of the collaboration. In addition, P&G's
research support and equity purchases are expected to provide funding for
Regeneron research activities through the first five years of the agreement. In
the second five years, all research costs will be shared equally. Clinical
testing and commercialization expenses will be shared equally throughout the 10
years of the collaboration.

         P&G will initially purchase 4.35 million shares of Regeneron common
stock for about $43 million at $9.87 per share and receive five year warrants to
purchase an additional 1.35 million shares at $9.87 per share. Also, P&G has
agreed to limit its ownership of Regeneron's outstanding equity to a maximum of
20%. Subject to this limitation, P&G will purchase up to an additional $17
million in Regeneron equity during the first five years and further amounts of
equity in the second five years.

         Each party has the unilateral right to terminate the collaboration in
2002, or in the event of default or material breach.

         Background information: P&G, Regeneron

         In prescription drugs, P&G is focusing on cardiovascular and
musculoskeletal health, as well as anti-infective therapies. In over-the-counter
health care, P&G's leading brands include Metamucil(Registered), Pepto-Bismol
(Registered), Crest(Registered), Scope(Registered) and the Vicks(Registered) 
line of cold/flu/cough and allergy medicines. P&G also is actively partnering 
with a range of leading pharmaceutical and biotechnology companies to develop 
and market innovative therapies. P&G had sales of $35 billion in fiscal 1995-96.

         Regeneron is a leader in the application of molecular and cell biology
to identify novel potential therapeutics for human medical conditions. The
company is applying its expertise in protein growth factors, their receptors,
and their mechanisms of action to the discovery and development of neurotrophic
factors for the potential treatment of neurodegenerative diseases, peripheral
neuropathies and nerve injury.

         In 1996, based on breakthrough research conducted by its scientists,
Regeneron announced that it has extended its focus to encompass preclinical
programs aimed at identifying treatments for diseases and conditions outside of
the nervous system. The company's discoveries in these areas have included a
family of proteins called angiopoietins, which can both enhance and inhibit
blood vessel growth and therefore may have implications in the treatment of
ischemia and in inhibiting tumor growth.


         Regeneron's discovery of MuSK, a muscle-specific receptor expressed on
the surface of injured or inactive muscles, may lead to treatments for muscle
injury, atrophy and disease. The company also is studying Noggin, a protein that
may block abnormal bone growth related to burns, spinal trauma or hip
replacement surgery.

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         This news release discusses historical information and includes forward
looking statements that involve a number of risks and uncertainties regarding
the discovery, development and commercialization of potential drug candidates by
P&G and Regeneron. These include, among other things, risks and uncertainties
associated with the discovery and preclinical and clinical development of drugs
and biologics (and the potential for the collaboration to be canceled or to
terminate without any product success); determinations by regulatory and
administrative governmental authorities; competitive factors; technological
developments; costs of discovering, developing, producing and selling products;
intellectual property matters; and the risk factors listed or described from
time to time in Regeneron's and P&G's filings with the Securities and Exchange
Commission, including their reports on Form 10-K for their current fiscal years
and on Form 10-Q for the most recent quarterly period for which such forms were
required to be filed.

                                     -end-


P&G Contact:            James J. Schwartz, Manager, Public Relations, 
                        513/945-8055

Regeneron Contact:      Murray A. Goldberg, Vice President, Finance and 
                        Administration and CFO, Regeneron Pharmaceuticals, Inc.,
                        914/345-7492

                        Michael Gross, Robinson Lerer & Montgomery, 212/484-7721


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