8-K

                                  UNITED STATES
                       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): February 1, 2005

                           ARIAD Pharmaceuticals, Inc.
             (Exact name of registrant as specified in its charter)


          Delaware                       0-21696                  22-3106987
(State or other jurisdiction           (Commission             (I.R.S. Employer
      of incorporation)                File Number)          Identification No.)


      26 Landsdowne Street, Cambridge, Massachusetts     02139
      (Address of principal executive offices)         (Zip Code)


       Registrant's telephone number, including area code: (617) 494-0400


                                 Not Applicable
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




ITEM 2.02 Results of Operations and Financial Condition

     On February 1, 2005, ARIAD Pharmaceuticals, Inc. announced consolidated
     financial results for the quarter and the year ended December 31, 2004. A
     copy of the press release is furnished pursuant to this Item 2.02 as
     Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 8.01 Other Events.

     In its press release dated February 1, 2005, ARIAD Pharmaceuticals, Inc.
     outlined its clinical and financial goals for 2005 and provided detail of
     upcoming corporate presentations under the headings "Key Milestones for
     2005" and "Upcoming Events". The Company hereby incorporates such
     information by reference into this Item 8.01 of this Current Report on Form
     8-K.

ITEM 9.01 Financial Statements and Exhibits.

     (c)  Exhibits

          Exhibit
          Number            Description
          -------           -----------
          99.1              Press release dated February 1, 2005.

          The portions of the Press Release incorporated by reference into Item
          8.01 of this Current Report on Form 8-K are being filed pursuant to
          Item 8.01. The remaining portions of the Press Release are being
          furnished pursuant to Item 2.02 of this Current Report on Form 8-K and
          shall not be deemed "filed" for purposes of Section 18 of the
          Securities Exchange Act of 1934 (the "Exchange Act") or otherwise
          subject to the liabilities of that Section, nor shall it be deemed
          incorporated by reference in any filing under the Securities Act of
          1933 or the Exchange Act.



                                   SIGNATURES

     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 hereunto duly authorized.

                                   ARIAD Pharmaceuticals, Inc.

                                   By: /s/ Edward M. Fitzgerald
                                       -----------------------------------------
                                       Edward M. Fitzgerald
                                       Senior Vice President and Chief Financial
                                       Officer

Date: February 1, 2005



                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number            Description
- -------           -----------
 99.1             Press release dated February 1, 2005.

EX-99.1

                                                                    Exhibit 99.1

       ARIAD Reports Fourth Quarter and Year-End 2004 Results;
          Clinical and Financial Guidance for 2005 Provided

    CAMBRIDGE, Mass.--(BUSINESS WIRE)--Feb. 1, 2005--ARIAD
Pharmaceuticals, Inc. (Nasdaq: ARIA) today announced consolidated
financial results for the quarter and the year ended December 31, 2004
and provided product development and financial guidance for 2005.
    "Based on the encouraging anti-cancer responses seen with our mTOR
inhibitor, AP23573, in a spectrum of patients with various solid
tumors and hematologic cancers, we initiated several multicenter
clinical studies during 2004 - a major step towards our goal of
building a commercially successful bio-oncology business," said Harvey
J. Berger, M.D., chairman and chief executive officer of ARIAD. "We
expect 2005 to be a transforming year for the Company. We started by
establishing our first AP23573 drug-delivery stent collaboration with
Medinol Ltd. We also plan to roll out the evolving clinical data on
AP23573, begin to put in place the infrastructure needed to
commercialize AP23573 in the United States, and progress partnering
discussions for markets outside the U.S."

    Financial Highlights

    For the year ended December 31, 2004, the Company reported a net
loss of $35.6 million, or $0.69 per share, as compared to $19.7
million, or $0.51 per share, for the year ended December 31, 2003. For
the quarter ended December 31, 2004, the Company reported a net loss
of $10.7 million, or $0.20 per share, compared to a net loss of $5.7
million, or $0.13 per share, for the same period in 2003. The increase
in net loss for the full year and quarter are due primarily to higher
R&D expenses resulting from execution of the clinical development plan
for its lead cancer product candidate, AP23573.
    The Company ended the year 2004 with $75.5 million in cash, cash
equivalents, and marketable securities, compared with $66.7 million at
the end of 2003. For the year 2004, the Company reported cash used in
operations of $31.6 million, which is below the guidance of $34
million it had provided.

    Key Milestones for 2005

    The Company is committed to achieve the following clinical and
financial goals during 2005:

    --  Begin patient enrollment in AP23573 Phase 2 multicenter
        clinical trials in various solid tumors, including endometrial
        and prostate cancer, in 1H05.

    --  Begin patient enrollment in Phase 1b clinical trials of
        AP23573 in combination with other anti-cancer therapies in
        1H05.

    --  File an Investigational New Drug (IND) application for the
        oral dosage form of AP23573 in 1H05 and initiate clinical
        trials.

    --  Achieve significant progress in the clinical development of
        AP23573 in 2H05, including potential use of mTOR-pathway
        biomarkers, allowing initial definition of the registration
        path for AP23573 in solid tumors and hematologic malignancies.

    --  Facilitate development of AP23573 drug-delivery stents for
        prevention of coronary artery re-blockage by partner Medinol
        Ltd.

    --  Advance NF-(kappa)B patent litigation with Eli Lilly and be
        prepared for trial in 2H05, subject to setting of a trial date
        at the Court's discretion.

    --  Achieve target for annual cash used in operations of $39 to
        $42 million.

    "In conjunction with our key clinical investigators, we will
continue to submit data from our AP23573 clinical trials to major and
subspecialty oncology and hematology meetings in the U.S. and abroad
and anticipate being able to present these clinical data at various
forums during the year," said Camille L. Bedrosian, M.D., vice
president and chief medical officer of ARIAD.
    "We are continuing to make excellent progress in our preclinical
programs and will provide further details and guidance on these
product candidates as we approach IND filings," said Tim Clackson,
Ph.D., senior vice president and chief scientific officer of ARIAD.

    Upcoming Events

    ARIAD management will be presenting updated overviews of the
Company's progress and plans at investor conferences - all to be
webcast - including the following:

    --  SunTrust Robinson Humphrey "Off the Cuff" Therapeutics
        Conference, March 1, 2005 at the Le Parker Meridien, New York,
        New York.

    --  JMP Securities Fourth Annual Growth Conference, March 2, 2005
        at the Ritz Carlton Hotel, San Francisco, California.

    --  Lehman Brothers Eighth Annual Global Healthcare Conference,
        March 30 - April 1, 2005 at the Loews Hotel, Miami Beach,
        Florida.

    About ARIAD

    ARIAD is engaged in the discovery and development of breakthrough
medicines to treat cancer by regulating cell signaling with small
molecules. The Company is developing a comprehensive approach to
patients with cancer that addresses the greatest medical need -
aggressive and advanced-stage cancers for which current treatments are
inadequate. Medinol Ltd. also is developing stents and other medical
devices that deliver ARIAD's lead cancer product candidate to prevent
reblockage at sites of vascular injury following stent-assisted
angioplasty. ARIAD has an exclusive license to pioneering technology
and patents related to certain NF-(kappa)B treatment methods, and the
discovery and development of drugs to regulate NF-(kappa)B
cell-signaling activity, which may be useful in treating certain
diseases. Additional information about ARIAD can be found on the web
at http://www.ariad.com.

    Some of the matters discussed herein are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are identified by the use of words
such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," and other words and terms of similar meaning in
connection with any discussion of future operating or financial
performance. Such statements are based on management's current
expectations and are subject to certain factors, risks and
uncertainties that may cause actual results, outcome of events, timing
and performance to differ materially from those expressed or implied
by such forward-looking statements. These risks include, but are not
limited to, risks and uncertainties regarding the Company's ability to
accurately estimate the timing and actual research and development
expenses and other costs associated with the preclinical and clinical
development and manufacture of our product candidates, the adequacy of
our capital resources and the availability of additional funding,
risks and uncertainties regarding our ability to manufacture our
product candidates on a commercial scale or to supply our product
candidates to our collaborator for use in its product candidates,
risks and uncertainties regarding our and our collaborator's ability
to successfully enroll and conduct preclinical and clinical studies of
product candidates, including our product candidates to treat cancers
described in this release and our collaborator's medical device
product candidates to treat vascular disease, risks and uncertainties
that clinical trial results at any phase of development including
those described in this release may be adverse or may not be
predictive of future results or lead to regulatory approval of any of
our or our collaborator's product candidates, risks and uncertainties
of third-party intellectual property claims relating to our and our
collaborator's product candidates, and risks and uncertainties
relating to regulatory oversight, the timing, scope, cost and outcome
of legal proceedings, including litigation concerning our NF-(kappa)B
patent portfolio, future capital needs, key employees, dependence on
our collaborators and manufacturers, markets, economic conditions,
products, services, prices, reimbursement rates, competition and other
risks detailed in the Company's public filings with the Securities and
Exchange Commission, including ARIAD's Annual Report on Form 10-K for
the fiscal year ended December 31, 2003. The information contained in
this document is believed to be current as of the date of original
issue. The Company does not intend to update any of the
forward-looking statements after the date of this document to conform
these statements to actual results or to changes in the Company's
expectations, except as required by law.


             ARIAD PHARMACEUTICALS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

In thousands, except share
and per share data
                           Three Months Ended     Twelve Months Ended
                              December 31,            December 31,
                       ----------------------- -----------------------
                           2004        2003        2004        2003
                       ----------- ----------- ----------- -----------
                            (Unaudited)        (Unaudited)

Total license revenue $       179 $       191 $       742 $       660
                       ----------- ----------- ----------- -----------

Operating expenses:
   Research and
    development             8,875       3,850      27,711      14,889

   General and
    administrative          2,273       2,133       9,442       5,547
                       ----------- ----------- ----------- -----------
     Total operating
      expenses             11,148       5,983      37,153      20,436
                       ----------- ----------- ----------- -----------

Other income
 (expense), net               225          81         838          50
                       ----------- ----------- ----------- -----------
Net loss              $   (10,714)$    (5,711)$   (35,573)$   (19,726)
                       =========== =========== =========== ===========

Net loss per common
 share (basic and
 diluted)             $      (.20)$      (.13)$      (.69)$      (.51)
                       =========== =========== =========== ===========

Weighted average of
 common stock
 outstanding (basic
 and diluted)          52,646,030  45,417,428  51,294,160  39,036,073



           CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION

In thousands                              December 31,    December 31,
                                              2004            2003
                                            --------        --------
                                          (Unaudited)
Cash, cash equivalents and
 marketable securities                       $75,506        $66,740
Total assets                                 $87,189        $74,284
Working capital                              $68,874        $61,587
Total liabilities                            $19,748        $14,958
Stockholders' equity                         $67,440        $59,326


    CONTACT: ARIAD Pharmaceuticals, Inc.
             Kelly Lindenboom, 617-621-2345