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): December 3, 1998 
  
  
                             Cell Pathways, Inc.     
 ----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter) 
  
  
    Delaware                   00024889                     23-2969600
 ---------------              ------------              -------------------
 (State or other               (Commission                 (IRS Employer
  incorporation)               File Number)              Identification No.) 
  
 702 Electronic Drive 
 Horsham, Pennsylvania                                              19044   
 ----------------------------------------------------------------------------
 (Address of principal executive offices)                        (Zip Code) 
  
  
 Registrant's telephone number including area code: (215) 706-3800
  
                              Not Applicable                   
 ----------------------------------------------------------------------------
        (Former name or former address, if changed since last report)


  
 Item 5.  Other Events. 
  
           On December 3, 1998, the Board of Directors of Cell Pathways,
 Inc. (the "Company") declared a dividend distribution of one Right for each
 outstanding share of Common Stock, par value $.01 per share, of the Company
 ("Common Stock").  The distribution is payable to the stockholders of
 record at the close of business on December 15, 1998.  Each Right entitles
 the registered holder to purchase from the Company one one-hundredth of a
 share of a series of the Company's preferred stock designated as Series A
 Junior Participating Preferred Stock ("Preferred Stock") at a price of $90
 per one one-hundredth of a share (the "Purchase Price"), subject to
 adjustment.  The description and terms of the Rights are set forth in a
 Rights Agreement (the "Rights Agreement") between the Company and Registrar
 and Transfer Company, as Rights Agent (the "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 business days
 following a public announcement that a person or group of affiliated or
 associated persons (an "Acquiring Person") has acquired beneficial
 ownership of 15% or more of the outstanding shares of Common Stock (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 prior to any person becoming an Acquiring Person)
 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 for 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 December 14, 2008 (the
 "Expiration Date"), unless such date is extended or the Rights are earlier
 redeemed or exchanged by the Company as described below. 
  
           As soon as practicable after the 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 of Directors, 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 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 $90 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 $180 worth of Common Stock (or other consideration, as noted
 above) for $90.  Assuming that the Common Stock had a per share value of
 $15 at such time, the holder of each valid Right would be entitled to
 purchase 12 shares of Common Stock for $90.  
  
           In the event that, on or at any time after a Stock Acquisition
 Date, the Company (i) 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 any
 shares of the Company's Common Stock are changed into or exchanged for
 other securities or assets or (iii) 50% or more of the assets, cash flow or
 earning power of the Company and its subsidiaries (taken as a whole) are
 sold or transferred so that each holder of a Right (except as noted below)
 shall thereafter have the right to receive, upon the exercise thereof at
 the then current exercise price of the Right, that number of shares of
 common stock of the acquiring Company which at the time of such transaction
 would have a market value (determined as provided in the Rights Agreement)
 of 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 until the tenth business day after a Stock
 Acquisition Date, the Company may redeem the rights in whole, but not in
 part, at a price of $.01 per Right, (payable in cash, Common Stock or other
 consideration deemed appropriate by the Board of Directors).  Immediately
 upon the action of the Board of Directors of the Company electing to redeem
 the Rights, the Rights will terminate and the only right of the holders of
 Rights will be to receive the $.01 Redemption Price. 
  
           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, for Common Stock at an exchange ratio of one share of Common
 Stock, or one one-hundredth 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). 
  
           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 of Directors of the Company 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 December 3, 1998, between the
 Company and Registrar and Transfer Company, as Rights Agent, specifying the
 terms of the Rights is attached hereto as an exhibit and is incorporated
 herein by reference.  The foregoing description of the Rights is qualified
 in its entirety by reference to such exhibit. 
  
 Item 7.  Financial Statements and Exhibits. 
  
 (c) Exhibits. 
  
 Exhibit No.          Exhibit 
 -----------          -------
  
    4            Rights Agreement, dated as of December 3, 1998, between
                 Cell Pathways, Inc. and Registrar and Transfer Company,
                 which includes as Exhibit B thereto, the Form of Rights
                 Certificates.



                                 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. 
  
                                     CELL PATHWAYS, INC. 
  
   
                                     By: /s/ Robert Towarnicki
                                        _____________________________  
                                     Name:  Robert Towarnicki
                                     Title: CEO
    
  
 Date: December 18, 1998



                             INDEX TO EXHIBITS 
  
  
 Exhibit No.    Exhibit                                             Page
 -----------    -------                                             ----

    4           Rights Agreement, dated as of December 3, 1998, 
                between Cell Pathways, Inc. and Registrar and 
                Transfer Company, which includes as Exhibit B
                thereto, the Form of Rights Certificates.
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{"company-data": {"conformed-name": "CELL PATHWAYS HOLDINGS INC", "cik": "0001066284", "assigned-sic": "2834", "irs-number": "232969600"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24889", "film-number": "98771888"}, "business-address": {"street1": "702 ELECTRONIC DRIVE", "city": "HORSHAM", "state": "PA", "zip": "19044", "phone": "2157063800"}, "mail-address": {"street1": "702 ELECTRONIC DRIVE", "street2": "702 ELECTRONIC DRIVE", "city": "HORSHAM", "state": "PA", "zip": "19044"}}
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): December 3, 1998 
  
  
                             Cell Pathways, Inc.     
 ----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter) 
  
  
    Delaware                   00024889                     23-2969600
 ---------------              ------------              -------------------
 (State or other               (Commission                 (IRS Employer
  incorporation)               File Number)              Identification No.) 
  
 702 Electronic Drive 
 Horsham, Pennsylvania                                              19044   
 ----------------------------------------------------------------------------
 (Address of principal executive offices)                        (Zip Code) 
  
  
 Registrant's telephone number including area code: (215) 706-3800
  
                              Not Applicable                   
 ----------------------------------------------------------------------------
        (Former name or former address, if changed since last report)

  
 Item 5.  Other Events. 
  
           On December 3, 1998, the Board of Directors of Cell Pathways,
 Inc. (the "Company") declared a dividend distribution of one Right for each
 outstanding share of Common Stock, par value $.01 per share, of the Company
 ("Common Stock").  The distribution is payable to the stockholders of
 record at the close of business on December 15, 1998.  Each Right entitles
 the registered holder to purchase from the Company one one-hundredth of a
 share of a series of the Company's preferred stock designated as Series A
 Junior Participating Preferred Stock ("Preferred Stock") at a price of $90
 per one one-hundredth of a share (the "Purchase Price"), subject to
 adjustment.  The description and terms of the Rights are set forth in a
 Rights Agreement (the "Rights Agreement") between the Company and Registrar
 and Transfer Company, as Rights Agent (the "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 business days
 following a public announcement that a person or group of affiliated or
 associated persons (an "Acquiring Person") has acquired beneficial
 ownership of 15% or more of the outstanding shares of Common Stock (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 prior to any person becoming an Acquiring Person)
 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 for 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 December 14, 2008 (the
 "Expiration Date"), unless such date is extended or the Rights are earlier
 redeemed or exchanged by the Company as described below. 
  
           As soon as practicable after the 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 of Directors, 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 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 $90 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 $180 worth of Common Stock (or other consideration, as noted
 above) for $90.  Assuming that the Common Stock had a per share value of
 $15 at such time, the holder of each valid Right would be entitled to
 purchase 12 shares of Common Stock for $90.  
  
           In the event that, on or at any time after a Stock Acquisition
 Date, the Company (i) 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 any
 shares of the Company's Common Stock are changed into or exchanged for
 other securities or assets or (iii) 50% or more of the assets, cash flow or
 earning power of the Company and its subsidiaries (taken as a whole) are
 sold or transferred so that each holder of a Right (except as noted below)
 shall thereafter have the right to receive, upon the exercise thereof at
 the then current exercise price of the Right, that number of shares of
 common stock of the acquiring Company which at the time of such transaction
 would have a market value (determined as provided in the Rights Agreement)
 of 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 until the tenth business day after a Stock
 Acquisition Date, the Company may redeem the rights in whole, but not in
 part, at a price of $.01 per Right, (payable in cash, Common Stock or other
 consideration deemed appropriate by the Board of Directors).  Immediately
 upon the action of the Board of Directors of the Company electing to redeem
 the Rights, the Rights will terminate and the only right of the holders of
 Rights will be to receive the $.01 Redemption Price. 
  
           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, for Common Stock at an exchange ratio of one share of Common
 Stock, or one one-hundredth 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). 
  
           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 of Directors of the Company 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 December 3, 1998, between the
 Company and Registrar and Transfer Company, as Rights Agent, specifying the
 terms of the Rights is attached hereto as an exhibit and is incorporated
 herein by reference.  The foregoing description of the Rights is qualified
 in its entirety by reference to such exhibit. 
  
 Item 7.  Financial Statements and Exhibits. 
  
 (c) Exhibits. 
  
 Exhibit No.          Exhibit 
 -----------          -------
  
    4            Rights Agreement, dated as of December 3, 1998, between
                 Cell Pathways, Inc. and Registrar and Transfer Company,
                 which includes as Exhibit B thereto, the Form of Rights
                 Certificates.

                                 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. 
  
                                     CELL PATHWAYS, INC. 
  
   
                                     By: /s/ Robert Towarnicki
                                        _____________________________  
                                     Name:  Robert Towarnicki
                                     Title: CEO
    
  
 Date: December 18, 1998

                             INDEX TO EXHIBITS 
  
  
 Exhibit No.    Exhibit                                             Page
 -----------    -------                                             ----

    4           Rights Agreement, dated as of December 3, 1998, 
                between Cell Pathways, Inc. and Registrar and 
                Transfer Company, which includes as Exhibit B
                thereto, the Form of Rights Certificates.