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): January 26, 2001
                                                  (January 24, 2001)



                    PRAECIS PHARMACEUTICALS INCORPORATED
------------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)


        Delaware                     000-30289                04-3200305
------------------------------------------------------------------------------
(State or Other Jurisdiction        (Commission             (IRS Employer
      of Incorporation              File Number)         Identification No.)


 One Hampshire Street, Cambridge, Massachusetts              02139-1572
------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                  (Zip Code)


                               (617) 494-8400
------------------------------------------------------------------------------
                       Registrant's Telephone Number
                            Including Area Code


                               Not Applicable
-------------------------------------------------------------------------------
        Former Name or Former Address, if Changed Since Last Report





                         Exhibit Index is on Page 8

                             Page 1 of 8 Pages



ITEM 5.     OTHER EVENTS.
            ------------

I.    Adoption of Rights Plan

            On January 24, 2001, the Board of Directors of PRAECIS
PHARMACEUTICALS INCORPORATED (the "Company") declared a dividend
distribution of one Right for each outstanding share of Company Common
Stock to stockholders of record at the close of business on February 5,
2001 (the "Record Date"). Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-thousandth of a
share (a "Unit") of Series A Junior Participating Preferred Stock, par
value $0.01 per share (the "Series A Preferred Stock") at a purchase price
of $175 per Unit, subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and American Stock Transfer and Trust Company, as Rights Agent.

            Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 10% or
more of the outstanding shares of Common Stock after January 26, 2001 (the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or certain inadvertent actions by institutional or certain
other stockholders or (ii) 10 business days (or such later date as the
Board shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person. Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender or transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued.

            The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on February 5, 2011, unless
such date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.

            If there were to be a Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date, and thereafter the separate Rights
Certificates alone will represent the Rights. Except as otherwise
determined by the Board, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

            In the event that a person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate to and to
otherwise be in the best interests of the Company and its stockholders,
after receiving advice from one or more investment banking firms (a
"Qualified Offer"), each holder of a Right will thereafter have the right
to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to
two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person
will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are
no longer redeemable by the Company as set forth below.

            For example, at an exercise price of $175 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $350 worth of Common Stock (or other consideration, as noted
above) for $175. Assuming that the Common Stock had a per share value of
$35 at such time, the holder of each valid Right would be entitled to
purchase 10 shares of Common Stock for $350.

            In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and the
Common Stock of the Company is changed or exchanged, or (iii) 50% or more
of the Company's assets, cash flow or earning power is sold or transferred,
each holder of a Right (except Rights which have previously been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph and in
the second preceding paragraph are referred to as the "Triggering Events."

            At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one one-thousandth of a share of Preferred Stock (or of a share of a class
or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

            At any time until 10 days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board). Immediately upon the action of the Board
ordering redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the $0.01 redemption
price.

            Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.

            Any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period
under the Rights Agreement. The foregoing notwithstanding, no amendment may
be made at such time as the Rights are not redeemable.

            The Rights Agreement, dated as of January 24, 2001, between the
Company and American Stock Transfer and Trust Company, as Rights Agent,
specifying the terms of the Rights and including the form of the
Certificate of Designation, Preferences and Rights, the press release
announcing the declaration of the Rights and a form of letter to the
Company's stockholders describing the Rights are incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.
            ---------------------------------


  4         Rights Agreement, dated as of January 24, 2001, between PRAECIS
            PHARMACEUTICALS INCORPORATED and American Stock Transfer and
            Trust Company, as Rights Agent, including all exhibits thereto,
            incorporated herein by reference to Exhibit 1 to the Company's
            Registration Statement on Form 8-A dated January 26, 2001.

  20(a)     Press Release of the Company dated January 26, 2001,
            incorporated herein by reference to Exhibit 2 to the Company's
            Registration Statement on Form 8-A dated January 26, 2001.

  20(b)     Form of letter to the Company's stockholders describing the
            Rights, incorporated herein by reference to Exhibit 3 to the
            Company's Registration Statement on Form 8-A dated January 26,
            2001.



                                 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 thereto duly authorized.


                                       PRAECIS PHARMACEUTICALS INCORPORATED



Date:  January 26, 2001             By: /s/     Kevin F. McLaughlin
                                       --------------------------------
                                       Name:    Kevin F. McLaughlin
                                       Title:   Chief Financial Officer,
                                                Senior Vice President,
                                                Treasurer and Secretary




                                 EXHIBIT INDEX





Exhibit     Description
-------     -----------


  4         Rights Agreement, dated as of January 24, 2001, between PRAECIS
            PHARMACEUTICALS INCORPORATED and American Stock Transfer and
            Trust Company, as Rights Agent, including all exhibits thereto,
            incorporated herein by reference to Exhibit 1 to the Company's
            Registration Statement on Form 8-A dated January 26, 2001.

  20(a)     Press Release of the Company dated January 26, 2001,
            incorporated herein by reference to Exhibit 2 to the Company's
            Registration Statement on Form 8-A dated January 26, 2001.

  20(b)     Form of letter to the Company's stockholders describing the
            Rights, incorporated herein by reference to Exhibit 3 to the
            Company's Registration Statement on Form 8-A dated January 26,
            2001.
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{"company-data": {"conformed-name": "PRAECIS PHARMACEUTICALS INC", "cik": "0001033025", "assigned-sic": "2834", "irs-number": "043200305", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-16329", "film-number": "1515530"}, "business-address": {"street1": "ONE HAMPSHIRE ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02139-1572", "phone": "6174948400"}, "mail-address": {"street1": "ONE HAMPSHIRE ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02139-1572"}}
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): January 26, 2001
                                                  (January 24, 2001)

                    PRAECIS PHARMACEUTICALS INCORPORATED
------------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)

        Delaware                     000-30289                04-3200305
------------------------------------------------------------------------------
(State or Other Jurisdiction        (Commission             (IRS Employer
      of Incorporation              File Number)         Identification No.)

 One Hampshire Street, Cambridge, Massachusetts              02139-1572
------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                  (Zip Code)

                               (617) 494-8400
------------------------------------------------------------------------------
                       Registrant's Telephone Number
                            Including Area Code

                               Not Applicable
-------------------------------------------------------------------------------
        Former Name or Former Address, if Changed Since Last Report

                         Exhibit Index is on Page 8

                             Page 1 of 8 Pages

ITEM 5.     OTHER EVENTS.
            ------------

I.    Adoption of Rights Plan

            On January 24, 2001, the Board of Directors of PRAECIS
PHARMACEUTICALS INCORPORATED (the "Company") declared a dividend
distribution of one Right for each outstanding share of Company Common
Stock to stockholders of record at the close of business on February 5,
2001 (the "Record Date"). Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-thousandth of a
share (a "Unit") of Series A Junior Participating Preferred Stock, par
value $0.01 per share (the "Series A Preferred Stock") at a purchase price
of $175 per Unit, subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and American Stock Transfer and Trust Company, as Rights Agent.

            Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 10% or
more of the outstanding shares of Common Stock after January 26, 2001 (the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or certain inadvertent actions by institutional or certain
other stockholders or (ii) 10 business days (or such later date as the
Board shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person. Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender or transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued.

            The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on February 5, 2011, unless
such date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.

            If there were to be a Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date, and thereafter the separate Rights
Certificates alone will represent the Rights. Except as otherwise
determined by the Board, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

            In the event that a person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate to and to
otherwise be in the best interests of the Company and its stockholders,
after receiving advice from one or more investment banking firms (a
"Qualified Offer"), each holder of a Right will thereafter have the right
to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to
two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person
will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are
no longer redeemable by the Company as set forth below.

            For example, at an exercise price of $175 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $350 worth of Common Stock (or other consideration, as noted
above) for $175. Assuming that the Common Stock had a per share value of
$35 at such time, the holder of each valid Right would be entitled to
purchase 10 shares of Common Stock for $350.

            In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and the
Common Stock of the Company is changed or exchanged, or (iii) 50% or more
of the Company's assets, cash flow or earning power is sold or transferred,
each holder of a Right (except Rights which have previously been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph and in
the second preceding paragraph are referred to as the "Triggering Events."

            At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one one-thousandth of a share of Preferred Stock (or of a share of a class
or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

            At any time until 10 days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board). Immediately upon the action of the Board
ordering redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the $0.01 redemption
price.

            Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.

            Any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period
under the Rights Agreement. The foregoing notwithstanding, no amendment may
be made at such time as the Rights are not redeemable.

            The Rights Agreement, dated as of January 24, 2001, between the
Company and American Stock Transfer and Trust Company, as Rights Agent,
specifying the terms of the Rights and including the form of the
Certificate of Designation, Preferences and Rights, the press release
announcing the declaration of the Rights and a form of letter to the
Company's stockholders describing the Rights are incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.
            ---------------------------------

  4         Rights Agreement, dated as of January 24, 2001, between PRAECIS
            PHARMACEUTICALS INCORPORATED and American Stock Transfer and
            Trust Company, as Rights Agent, including all exhibits thereto,
            incorporated herein by reference to Exhibit 1 to the Company's
            Registration Statement on Form 8-A dated January 26, 2001.

  20(a)     Press Release of the Company dated January 26, 2001,
            incorporated herein by reference to Exhibit 2 to the Company's
            Registration Statement on Form 8-A dated January 26, 2001.

  20(b)     Form of letter to the Company's stockholders describing the
            Rights, incorporated herein by reference to Exhibit 3 to the
            Company's Registration Statement on Form 8-A dated January 26,
            2001.

                                 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 thereto duly authorized.

                                       PRAECIS PHARMACEUTICALS INCORPORATED

Date:  January 26, 2001             By: /s/     Kevin F. McLaughlin
                                       --------------------------------
                                       Name:    Kevin F. McLaughlin
                                       Title:   Chief Financial Officer,
                                                Senior Vice President,
                                                Treasurer and Secretary

                                 EXHIBIT INDEX

Exhibit     Description
-------     -----------

  4         Rights Agreement, dated as of January 24, 2001, between PRAECIS
            PHARMACEUTICALS INCORPORATED and American Stock Transfer and
            Trust Company, as Rights Agent, including all exhibits thereto,
            incorporated herein by reference to Exhibit 1 to the Company's
            Registration Statement on Form 8-A dated January 26, 2001.

  20(a)     Press Release of the Company dated January 26, 2001,
            incorporated herein by reference to Exhibit 2 to the Company's
            Registration Statement on Form 8-A dated January 26, 2001.

  20(b)     Form of letter to the Company's stockholders describing the
            Rights, incorporated herein by reference to Exhibit 3 to the
            Company's Registration Statement on Form 8-A dated January 26,
            2001.