As filed with the Securities and Exchange Commission on June 10, 1998
                                                    Registration No.           

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ___________

                                    FORM S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933
                                  ___________

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

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

                          777 Old Saw Mill River Road
                           Tarrytown, New York  10591
         (Address, including zip code, of principal executive offices)

                       1998 Employee Stock Purchase Plan
                1998 Non-Qualified Employee Stock Purchase Plan
                 Amended 1996 Stock Incentive Plan, as amended
                              (Full title of plan)

                           PAUL J. MADDON, M.D., Ph.D
                      c/o Progenics Pharmaceuticals, Inc.
                          777 Old Saw Mill River Road
                           Tarrytown, New York  10591
                    (Name and address of agent for service)

                                 (914) 789-2800
         (Telephone number, including area code, of agent for service)
                                  ___________

                        CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed
                                          maximum      maximum
     Title of                             offering    aggregate      Amount of
   securities to        Amount to be     price per     offering    registration
   be registered         registered        share        price           fee

   Common Stock,      1,050,000 shares   $16.50 (1)  $17,325,000      $5,111
     par value            (1) (2)
 $.0013 per share

(1) Represents 150,000 shares issuable  upon exercise  of options to be granted
    pursuant to  the 1998 Employee Stock  Purchase Plan, 50,000 shares issuable
    upon exercise  of options to be  granted pursuant to the 1998 Non-Qualified
    Employee Stock Purchase Plan  and 950,000  shares issuable upon exercise of
    options to be granted pursuant to the Amended 1996 Stock Incentive Plan, as
    amended, at an offering price, calculated in accordance with Rule 457(h)(1)
    under the Securities Act  of 1933, as amended, equal to $16.50, the average
    of the high and  low prices reported on the  Nasdaq National Market on June
    5, 1998.

(2) This Registration Statement shall,  in accordance  with Rule  416 under the
    Securities Act  of 1933,  as amended,  be deemed  to cover such  additional
    shares as  may be  issued to  prevent dilution resulting from stock splits,
    stock dividends or similar transactions.

This Registration Statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended.

<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation Of Documents By Reference

     The following  documents filed  by Progenics  Pharmaceuticals,  Inc.  (the
"Company") with  the Securities  and Exchange Commission (the "Commission") are
incorporated herein by reference:

    (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997;

    (b) Current Report on Form 8-K filed on February 6, 1998;

    (c) Quarterly Report on Form 10-Q  for the quarterly period ended March 31,
        1998;

    (d) Description of the Company's Common Stock contained in its Registration
        Statement on Form 8-A, filed September 29, 1997.

     All documents  filed by  the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which  indicates that  all of the securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be  incorporated by  reference in this Registration Statement and to be part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated by reference in this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated  by reference  herein modifies  or supersedes such statement.
Any statement  so modified  or superseded  shall not  be deemed,  except as  so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.        Description of Securities

     Not applicable

Item 5.        Interests of Named Experts and Counsel

     Not applicable

Item 6.        Indemnification of Directors and Officers

     Pursuant to  Section 145  of the  General Corporation  Law of the State of
Delaware, the  Company's Certificate  of  Incorporation,  Article  XII  of  the
Company's By-laws  and Indemnification  Agreements the Company has entered into
with each  of its  directors and  officers, the  Company may be obligated under
certain conditions  to indemnify  its directors  and officers  against  certain
liabilities and expenses arising from claims against them because of being such
a director  or officer.   In  addition, the Company has obtained directors' and
officers' liability  insurance insuring,  subject to  certain  conditions,  its
directors and officers against similar such liabilities and expenses.

Item 7.        Exemption from Registration Claimed

     Not applicable.

Item 8.        Exhibits

     A list  of Exhibits  to this  registration statement  is set  forth in the
Exhibit Index starting on page II-4 hereof.



                                     II-2
<PAGE>
Item 9.        Undertakings

     (a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

          (i)  To include  any prospectus  required by  section 10(a)(3) of the
          Securities Act of 1933.

          (ii)  To reflect in the  prospectus any facts or events arising after
          the effective  date of the registration statement (or the most recent
          post-effective amendment  thereof)  which,  individually  or  in  the
          aggregate, represent  a fundamental  change in  the  information  set
          forth in the registration statement;

          (iii)  To  include  any material  information  with  respect  to  the
          plan of  distribution not  previously disclosed  in the  registration
          statement  or   any  material  change  to  such  information  in  the
          registration statement;

     provided, however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  of  this
     section do not apply if the registration statement is on  Form S-3,  Form 
     S-8 or  Form F-3,  and the  information required to be included in a post-
     effective amendment  by those  paragraphs is contained in periodic reports
     filed with  or furnished  to the  Commission by the registrant pursuant to
     section 13  or section  15(d) of  the Securities Exchange Act of 1934 that
     are incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose  of  determining  any  liability  under  the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be  a new  registration statement  relating to  the securities  offered
     therein, and  the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

     (3)  To remove  from registration  by means  of a post-effective amendment
     any of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b)  The undersigned  registrant hereby  undertakes that,  for purposes of
determining any  liability under the Securities Act of 1933, each filing of the
registrant's annual  report pursuant  to section  13(a) or section 15(d) of the
Securities Exchange  Act of  1934 (and,  where applicable,  each filing  of  an
employee benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange  Act of  1934) that  is incorporated  by reference  in  the
registration statement  shall be  deemed to  be a  new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  Insofar  as   indemnification  for   liabilities  arising  under  the
Securities Act  of 1933 may be permitted to directors, officers and controlling
persons of  the registrant  pursuant to the foregoing provisions, or otherwise,
the registrant  has been  advised that  in the  opinion of  the Securities  and
Exchange Commission  such indemnification is against public policy as expressed
in the  Act and  is, therefore,  unenforceable.   In the event that a claim for
indemnification against  such  liabilities  (other  than  the  payment  by  the
registrant of  expenses incurred  or paid by a director, officer or controlling
person of  the registrant  in the  successful defense  of any  action, suit  or
proceeding) is  asserted by  such director,  officer or  controlling person  in
connection with the securities being registered, the registrant will, unless in
the opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
precedent, submit  to a  court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                     II-2
<PAGE>
                                  SIGNATURES

     Pursuant to  the requirements  of the  Securities Act of 1933, as amended,
the registrant  certifies that  it has  reasonable grounds  to believe  that it
meets all  of the  requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on June 10, 1998.

                                    PROGENICS PHARMACEUTICALS, INC.

                                    by     /s/Paul J. Maddon     
                                       Paul J. Maddon, M.D., Ph.D.
                                     Chairman of the Board, President
                                       and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL  MEN BY  THESE PRESENTS, that each person whose signature appears
below constitutes  and appoints  Paul J.  Maddon, M.D.,  Ph.D.  and  Robert  A.
McKinney, his  or her true and lawful attorneys-in-fact and agents, each acting
alone, with  full power  of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all  amendments   to  this  Registration  Statement,  including  post-effective
amendments, and  to file the same, with all exhibits thereto, and all documents
in connection  therewith, with the Securities and Exchange Commission, granting
unto said  attorneys-in-fact and  agents, and  each of  them,  full  power  and
authority do  and perform  each and every act and thing requisite and necessary
to be  done in  and about the premises, as fully to all intents and purposes as
he or  she might  or could  do in  person, and hereby ratifies and confirms all
that said  attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to  the requirements  of the  Securities Act of 1933, as amended,
this registration  statement has  been signed below by the following persons in
the capacities and on the dates indicated.

 Signature                          Title                         Date

 /s/ Paul J. Maddon .....           Chairman of the Board,        June 10, 1998
 Paul J. Maddon, M.D., Ph.D.        Chief Executive Officer
                                    and President (Principal
                                    Executive Officer)

 /s/ Robert A. McKinney..           Vice President, Finance and   June 10, 1998
 Robert A. McKinney                 Operations and Treasurer
                                    (Principal Financial and
                                    Accounting Officer)

 /s/ Charles A. Baker....           Director                      June 10, 1998
 Charles A. Baker

 /s/ Mark F. Dalton .....           Director                      June 10, 1998
 Mark F. Dalton

                                    Director                      June 10, 1998
 Stephen P. Goff, Ph.D..

                                    Director                      June 10, 1998
 Elizabeth M. Greetham

 /s/ Paul F. Jacobson....           Director                      June 10, 1998
 Paul F. Jacobson

 /s/ David A. Scheinberg.           Director                      June 10, 1998
 David A. Scheinberg, M.D., Ph.D.


                                     II-3
<PAGE>
                                 EXHIBIT INDEX
                                       
Exhibit
Number      Description

  5       Opinion of M. Warren Browne

 23(a)    Consent of Coopers & Lybrand L.L.P.

 23(b)    Consent of M. Warren Browne (included in Exhibit 5)

 24       Power of Attorney (included in signature page)



                                     II-4
<PAGE>
                                                        Exhibit 5




                                   June 10, 1998





Progenics Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York   10591

Dear Sirs:

     Reference is made to the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), on behalf of Progenics Pharmaceuticals, Inc.
(the "Company"), relating to an aggregate of 1,050,000 shares of
the Company's Common Stock, par value $.0013 per share (the
"Shares"), issuable upon the exercise of certain options to be
granted under the Company's 1998 Employee Stock Purchase Plan,
1998 Non-Qualified Employee Stock Purchase Plan and Amended 1996
Stock Incentive Plan, as amended.

     As counsel to the Company, I have examined such corporate
records and other documents and have considered such questions of
law as I have deemed necessary or appropriate for the purposes of
this opinion and, upon the basis of such examination, advise you
that, in my opinion, all necessary corporate proceedings by the
Company have been duly taken to authorize the issuance of the
Shares upon the exercise of options to be granted pursuant to the
Plans and that the Shares will, when issued upon exercise and in
accordance with the terms and conditions of the options to be
granted in accordance with the terms and conditions of the Plans,
be duly authorized, validly issued, fully paid and non-
assessable.

     I hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement.  This consent is not to be construed
as an admission that I am a person whose consent is required to
be filed with the Registration Statement under the provisions of
the Act.

                                        Very truly yours,
                                        /s/  M. Warren Browne
                                        M. Warren Browne
<PAGE>
                                                              Exhibit 23(a)


                    Consent of Independent Accountants

                         ________________________




We consent  to the incorporation by reference in the registration statement
of Progenics  Pharmaceuticals, Inc.  (the "Company")  on Form  S-8  of  our
report dated  March 4,  1998, on our audits of the financial statements and
financial statement  schedule of  the Company  as of  December 31, 1997 and
1996, and  for each  of the  three years  in the  period ended December 31,
1997, which  report is included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.





                                   /s/  Coopers & Lybrand L.L.P.

New York, New York
June 5, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16862}]
{"company-data": {"conformed-name": "PROGENICS PHARMACEUTICALS INC", "cik": "0000835887", "assigned-sic": "2834", "irs-number": "133379479", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56571", "film-number": "98646207"}, "business-address": {"street1": "777 OLD SAW MILL RIVER ROAD", "city": "TARRYTOWN", "state": "NY", "zip": "10591", "phone": "9147892800"}, "mail-address": {"street1": "777 OLD SAW MILL RIVER ROAD", "city": "TARRYTOWN", "state": "NY", "zip": "10591"}}
As filed with the Securities and Exchange Commission on June 10, 1998
                                                    Registration No.           

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ___________

                                    FORM S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933
                                  ___________

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

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

                          777 Old Saw Mill River Road
                           Tarrytown, New York  10591
         (Address, including zip code, of principal executive offices)

                       1998 Employee Stock Purchase Plan
                1998 Non-Qualified Employee Stock Purchase Plan
                 Amended 1996 Stock Incentive Plan, as amended
                              (Full title of plan)

                           PAUL J. MADDON, M.D., Ph.D
                      c/o Progenics Pharmaceuticals, Inc.
                          777 Old Saw Mill River Road
                           Tarrytown, New York  10591
                    (Name and address of agent for service)

                                 (914) 789-2800
         (Telephone number, including area code, of agent for service)
                                  ___________

                        CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed
                                          maximum      maximum
     Title of                             offering    aggregate      Amount of
   securities to        Amount to be     price per     offering    registration
   be registered         registered        share        price           fee

   Common Stock,      1,050,000 shares   $16.50 (1)  $17,325,000      $5,111
     par value            (1) (2)
 $.0013 per share

(1) Represents 150,000 shares issuable  upon exercise  of options to be granted
    pursuant to  the 1998 Employee Stock  Purchase Plan, 50,000 shares issuable
    upon exercise  of options to be  granted pursuant to the 1998 Non-Qualified
    Employee Stock Purchase Plan  and 950,000  shares issuable upon exercise of
    options to be granted pursuant to the Amended 1996 Stock Incentive Plan, as
    amended, at an offering price, calculated in accordance with Rule 457(h)(1)
    under the Securities Act  of 1933, as amended, equal to $16.50, the average
    of the high and  low prices reported on the  Nasdaq National Market on June
    5, 1998.

(2) This Registration Statement shall,  in accordance  with Rule  416 under the
    Securities Act  of 1933,  as amended,  be deemed  to cover such  additional
    shares as  may be  issued to  prevent dilution resulting from stock splits,
    stock dividends or similar transactions.

This Registration Statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation Of Documents By Reference

     The following  documents filed  by Progenics  Pharmaceuticals,  Inc.  (the
"Company") with  the Securities  and Exchange Commission (the "Commission") are
incorporated herein by reference:

    (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997;

    (b) Current Report on Form 8-K filed on February 6, 1998;

    (c) Quarterly Report on Form 10-Q  for the quarterly period ended March 31,
        1998;

    (d) Description of the Company's Common Stock contained in its Registration
        Statement on Form 8-A, filed September 29, 1997.

     All documents  filed by  the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which  indicates that  all of the securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be  incorporated by  reference in this Registration Statement and to be part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated by reference in this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated  by reference  herein modifies  or supersedes such statement.
Any statement  so modified  or superseded  shall not  be deemed,  except as  so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.        Description of Securities

     Not applicable

Item 5.        Interests of Named Experts and Counsel

     Not applicable

Item 6.        Indemnification of Directors and Officers

     Pursuant to  Section 145  of the  General Corporation  Law of the State of
Delaware, the  Company's Certificate  of  Incorporation,  Article  XII  of  the
Company's By-laws  and Indemnification  Agreements the Company has entered into
with each  of its  directors and  officers, the  Company may be obligated under
certain conditions  to indemnify  its directors  and officers  against  certain
liabilities and expenses arising from claims against them because of being such
a director  or officer.   In  addition, the Company has obtained directors' and
officers' liability  insurance insuring,  subject to  certain  conditions,  its
directors and officers against similar such liabilities and expenses.

Item 7.        Exemption from Registration Claimed

     Not applicable.

Item 8.        Exhibits

     A list  of Exhibits  to this  registration statement  is set  forth in the
Exhibit Index starting on page II-4 hereof.

                                     II-2
Item 9.        Undertakings

     (a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

          (i)  To include  any prospectus  required by  section 10(a)(3) of the
          Securities Act of 1933.

          (ii)  To reflect in the  prospectus any facts or events arising after
          the effective  date of the registration statement (or the most recent
          post-effective amendment  thereof)  which,  individually  or  in  the
          aggregate, represent  a fundamental  change in  the  information  set
          forth in the registration statement;

          (iii)  To  include  any material  information  with  respect  to  the
          plan of  distribution not  previously disclosed  in the  registration
          statement  or   any  material  change  to  such  information  in  the
          registration statement;

     provided, however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  of  this
     section do not apply if the registration statement is on  Form S-3,  Form 
     S-8 or  Form F-3,  and the  information required to be included in a post-
     effective amendment  by those  paragraphs is contained in periodic reports
     filed with  or furnished  to the  Commission by the registrant pursuant to
     section 13  or section  15(d) of  the Securities Exchange Act of 1934 that
     are incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose  of  determining  any  liability  under  the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be  a new  registration statement  relating to  the securities  offered
     therein, and  the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

     (3)  To remove  from registration  by means  of a post-effective amendment
     any of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b)  The undersigned  registrant hereby  undertakes that,  for purposes of
determining any  liability under the Securities Act of 1933, each filing of the
registrant's annual  report pursuant  to section  13(a) or section 15(d) of the
Securities Exchange  Act of  1934 (and,  where applicable,  each filing  of  an
employee benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange  Act of  1934) that  is incorporated  by reference  in  the
registration statement  shall be  deemed to  be a  new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  Insofar  as   indemnification  for   liabilities  arising  under  the
Securities Act  of 1933 may be permitted to directors, officers and controlling
persons of  the registrant  pursuant to the foregoing provisions, or otherwise,
the registrant  has been  advised that  in the  opinion of  the Securities  and
Exchange Commission  such indemnification is against public policy as expressed
in the  Act and  is, therefore,  unenforceable.   In the event that a claim for
indemnification against  such  liabilities  (other  than  the  payment  by  the
registrant of  expenses incurred  or paid by a director, officer or controlling
person of  the registrant  in the  successful defense  of any  action, suit  or
proceeding) is  asserted by  such director,  officer or  controlling person  in
connection with the securities being registered, the registrant will, unless in
the opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
precedent, submit  to a  court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                     II-2
SIGNATURES

     Pursuant to  the requirements  of the  Securities Act of 1933, as amended,
the registrant  certifies that  it has  reasonable grounds  to believe  that it
meets all  of the  requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on June 10, 1998.

                                    PROGENICS PHARMACEUTICALS, INC.

                                    by     /s/Paul J. Maddon     
                                       Paul J. Maddon, M.D., Ph.D.
                                     Chairman of the Board, President
                                       and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL  MEN BY  THESE PRESENTS, that each person whose signature appears
below constitutes  and appoints  Paul J.  Maddon, M.D.,  Ph.D.  and  Robert  A.
McKinney, his  or her true and lawful attorneys-in-fact and agents, each acting
alone, with  full power  of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all  amendments   to  this  Registration  Statement,  including  post-effective
amendments, and  to file the same, with all exhibits thereto, and all documents
in connection  therewith, with the Securities and Exchange Commission, granting
unto said  attorneys-in-fact and  agents, and  each of  them,  full  power  and
authority do  and perform  each and every act and thing requisite and necessary
to be  done in  and about the premises, as fully to all intents and purposes as
he or  she might  or could  do in  person, and hereby ratifies and confirms all
that said  attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to  the requirements  of the  Securities Act of 1933, as amended,
this registration  statement has  been signed below by the following persons in
the capacities and on the dates indicated.

 Signature                          Title                         Date

 /s/ Paul J. Maddon .....           Chairman of the Board,        June 10, 1998
 Paul J. Maddon, M.D., Ph.D.        Chief Executive Officer
                                    and President (Principal
                                    Executive Officer)

 /s/ Robert A. McKinney..           Vice President, Finance and   June 10, 1998
 Robert A. McKinney                 Operations and Treasurer
                                    (Principal Financial and
                                    Accounting Officer)

 /s/ Charles A. Baker....           Director                      June 10, 1998
 Charles A. Baker

 /s/ Mark F. Dalton .....           Director                      June 10, 1998
 Mark F. Dalton

                                    Director                      June 10, 1998
 Stephen P. Goff, Ph.D..

                                    Director                      June 10, 1998
 Elizabeth M. Greetham

 /s/ Paul F. Jacobson....           Director                      June 10, 1998
 Paul F. Jacobson

 /s/ David A. Scheinberg.           Director                      June 10, 1998
 David A. Scheinberg, M.D., Ph.D.

                                     II-3
EXHIBIT INDEX
                                       
Exhibit
Number      Description

  5       Opinion of M. Warren Browne

 23(a)    Consent of Coopers & Lybrand L.L.P.

 23(b)    Consent of M. Warren Browne (included in Exhibit 5)

 24       Power of Attorney (included in signature page)

                                     II-4
Exhibit 5

                                   June 10, 1998

Progenics Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York   10591

Dear Sirs:

     Reference is made to the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), on behalf of Progenics Pharmaceuticals, Inc.
(the "Company"), relating to an aggregate of 1,050,000 shares of
the Company's Common Stock, par value $.0013 per share (the
"Shares"), issuable upon the exercise of certain options to be
granted under the Company's 1998 Employee Stock Purchase Plan,
1998 Non-Qualified Employee Stock Purchase Plan and Amended 1996
Stock Incentive Plan, as amended.

     As counsel to the Company, I have examined such corporate
records and other documents and have considered such questions of
law as I have deemed necessary or appropriate for the purposes of
this opinion and, upon the basis of such examination, advise you
that, in my opinion, all necessary corporate proceedings by the
Company have been duly taken to authorize the issuance of the
Shares upon the exercise of options to be granted pursuant to the
Plans and that the Shares will, when issued upon exercise and in
accordance with the terms and conditions of the options to be
granted in accordance with the terms and conditions of the Plans,
be duly authorized, validly issued, fully paid and non-
assessable.

     I hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement.  This consent is not to be construed
as an admission that I am a person whose consent is required to
be filed with the Registration Statement under the provisions of
the Act.

                                        Very truly yours,
                                        /s/  M. Warren Browne
                                        M. Warren Browne
Exhibit 23(a)

                    Consent of Independent Accountants

                         ________________________

We consent  to the incorporation by reference in the registration statement
of Progenics  Pharmaceuticals, Inc.  (the "Company")  on Form  S-8  of  our
report dated  March 4,  1998, on our audits of the financial statements and
financial statement  schedule of  the Company  as of  December 31, 1997 and
1996, and  for each  of the  three years  in the  period ended December 31,
1997, which  report is included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.

                                   /s/  Coopers & Lybrand L.L.P.

New York, New York
June 5, 1998