<PAGE>

    As filed with the Securities and Exchange Commission on February 12, 2002
                                                     Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                        MILLENNIUM PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                    <C>
         DELAWARE                                          04-3177038
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

75 SIDNEY STREET, CAMBRIDGE, MASSACHUSETTS                    02139
(Address of Principal Executive Offices)                    (Zip Code)
</TABLE>

          COR THERAPEUTICS, INC. 1998 NON-OFFICER EQUITY INCENTIVE PLAN
      COR THERAPEUTICS, INC. 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                COR THERAPEUTICS, INC. 1991 EQUITY INCENTIVE PLAN
                            (Full Title of the Plans)

                            JOHN B. DOUGLAS III, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                75 SIDNEY STREET
                         CAMBRIDGE, MASSACHUSETTS 02139
                     (Name and Address of Agent For Service)
                                 (617) 679-7000
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
                                                           Proposed Maximum    Proposed Maximum
     Title of Securities to be          Amount to be      Offering Price Per       Aggregate          Amount of
            Registered                 Registered(1)            Share           Offering Price    Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>                  <C>                <C>
Common Stock, $0.001 par value
per share (including the associated
Preferred Stock purchase rights)
issuable under:
---------------------------------------------------------------------------------------------------------------------
COR Therapeutics, Inc. 1998           1,714,080 shares         $19.61(2)         $ 33,613,109(2)       $ 3,093
Non-Officer Equity Incentive Plan       738,161 shares         $17.18(3)         $ 12,681,606(3)       $ 1,167
---------------------------------------------------------------------------------------------------------------------
COR Therapeutics, Inc. 1994
Non-Employee Directors' Stock
Option Plan                             113,973 shares         $25.49(2)         $  2,905,172(2)       $   268
---------------------------------------------------------------------------------------------------------------------
COR Therapeutics, Inc. 1991           4,268,864 shares         $10.08(2)         $ 43,030,150(2)       $ 3,959
Equity Incentive Plan                 2,479,999 shares         $17.18(3)         $ 42,606,383(3)       $ 3,920
---------------------------------------------------------------------------------------------------------------------
TOTAL                                 9,315,077 shares                           $134,836,420          $12,407
=====================================================================================================================
</TABLE>

<PAGE>

(1) The number of shares of Millennium Pharmaceuticals, Inc. common stock to be
    issued gives effect to the exchange ratio of 0.9873 shares of Millennium
    Pharmaceuticals, Inc. common stock for each share of COR Therapeutics, Inc.
    common stock originally issuable under the plans registered hereby, as
    provided in the Agreement and Plan of Merger dated December 5, 2001 by and
    among Millennium Pharmaceuticals, Inc., PGM Corporation and COR
    Therapeutics, Inc. In accordance with Rule 416 under the Securities Act of
    1933, as amended, this registration statement shall be deemed to cover any
    additional securities that may from time to time be offered or issued to
    prevent dilution resulting from stock splits, stock dividends or similar
    transactions.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) of the Securities Act of 1933, as amended, and based
    upon the weighted average exercise price per share of the shares subject to
    outstanding stock option grants under the COR Therapeutics, Inc. option
    plans listed above.

(3) Calculated in accordance with Rules 457(c) and (h) under the Securities
    Act as based upon the average of the high and low prices of Millennium
    Pharmaceuticals, Inc.'s common stock as reported on the Nasdaq National
    Market on February 7, 2002.

<PAGE>

                                EXPLANATORY NOTE

         This registration statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act to register shares of the
common stock of the undersigned registrant, Millennium Pharmaceuticals, Inc., a
Delaware corporation, issuable to eligible employees, directors, consultants and
advisors under certain employee benefit plans assumed by the registrant upon the
merger of the registrant's wholly owned subsidiary, PGM Corporation, a Delaware
corporation, with and into COR Therapeutics, Inc., a Delaware corporation. These
plans and contracts were previously obligations of COR Therapeutics, Inc.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1. Plan Information.

         The information required by Item 1 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

         ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The written statement required by Item 2 is included in documents sent
or given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:

         (a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

         (c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act dated April 26,
1996, as updated by the registrant's Current Report on Form 8-K filed on April
25, 2000, the registrant's registration statement on Form 8-A dated April 5,
2001 and the registrant's Current Report on Form 8-K filed on January 18, 2002,
and including any amendment or report filed for the purpose of updating such
description.

                                      -1-
<PAGE>

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all 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 the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be 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.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement. Attorneys at Hale and Dorr LLP own, in
the aggregate, 1,200 shares of the registrant's common stock.

         ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. The registrant has included such a provision in its Restated
Certificate of Incorporation.

         Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

         Article Eight of the registrant's Restated Certificate of Incorporation
provides that no director shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty. Article Nine of the
registrant's Restated Certificate of Incorporation also provides that a director
or officer:

                                      -2-

<PAGE>

         o  shall be indemnified by the registrant against all expenses
            (including attorneys' fees), judgments, fines and amounts paid in
            settlement incurred in connection with any litigation or other legal
            proceeding (other than an action by or in the right of the
            registrant) brought against him by virtue of his position as a
            director or officer of the registrant if he acted in good faith and
            in a manner he reasonably believed to be in, or not opposed to, the
            best interests of the registrant, and, with respect to any criminal
            action or proceeding, had no reasonable cause to believe his conduct
            was unlawful; and

         o  shall be indemnified by the registrant against all expenses
            (including attorneys' fees) and amounts paid in settlement incurred
            in connection with any action by or in the right of the registrant
            brought against him by virtue of his position as a director or
            officer of the registrant if he acted in good faith and in a manner
            he reasonably believed to be in, or not opposed to, the best
            interests of the registrant, except that no indemnification shall be
            made with respect to any matter as to which such person shall have
            been adjudged to be liable to the registrant, unless a court
            determines that, despite such adjudication but in view of all of the
            circumstances, he is entitled to indemnification of such expenses.

         In addition, to the extent that a director or officer has been
successful, on the merits or otherwise, in defense of any action or proceeding,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the registrant against all expenses (including
attorneys' fees) incurred. Expenses will be advanced to a director or officer at
his request, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.

         Indemnification is required to be made unless the registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the registrant
notice of the action for which indemnity is sought and the registrant has the
right to participate in such action or assume the defense thereof.

         ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8. EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

         ITEM 9. UNDERTAKINGS.

         1. ITEM 512(a) OF REGULATION S-K. 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:

                                      -3-
<PAGE>

            (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act;

            (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; and

            (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 (i) and (ii) do not apply if 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 Exchange Act that are incorporated by reference in
         the registration statement.

            (2) That, for the purpose of determining any liability under the
         Securities Act, 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.

         2. ITEM 512(b) OF REGULATION S-K. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.

         3. ITEM 512(h) of REGULATION S-K. Insofar as indemnification for
liabilities arising under the Securities Act 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.

                                      -4-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Cambridge, Commonwealth of Massachusetts on this 12th
day of February, 2002.

                                   MILLENNIUM PHARMACEUTICALS, INC.

                                   By: /s/ John B. Douglas III
                                       ---------------------------------------
                                       John B. Douglas III
                                       SENIOR VICE PRESIDENT
                                       AND GENERAL COUNSEL

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Millennium
Pharmaceuticals, Inc., hereby severally constitute and appoint Mark J. Levin,
Kevin P. Starr and John B. Douglas III, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration
statement on Form S-8 filed herewith and any and all subsequent amendments to
said registration statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable
Millennium Pharmaceuticals, Inc. to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.

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

<TABLE>
<CAPTION>
             SIGNATURE                              TITLE                                DATE
<S>                                      <C>                                       <C>
/s/ Mark J. Levin                        Chairperson, President and                  February 12, 2002
-------------------------------          Chief Executive Officer
Mark J. Levin                            (Principal Executive Officer)


/s/ Kevin P. Starr                       Chief Operating Officer and                 February 12, 2002
-------------------------------          Chief Financial Officer
Kevin P. Starr                           (Principal Financial and
                                         Accounting Officer)


/s/ Eugene Cordes                        Director                                    February 12, 2002
-------------------------------
Eugene Cordes



                                      -5-
<PAGE>

<S>                                     <C>                                       <C>
/s/ A. Grant Heidrich, III               Director                                    February 12, 2002
-----------------------------------
A. Grant Heidrich, III


/s/ Raju S. Kucherlapati                 Director                                    February 12, 2002
-----------------------------------
Raju S. Kucherlapati


/s/ Eric S. Lander                       Director                                    February 12, 2002
-----------------------------------
Eric S. Lander


/s/ Edward D. Miller, Jr.                Director                                    February 12, 2002
-----------------------------------
Edward D. Miller, Jr.


/s/ Norman C. Selby                      Director                                    February 12, 2002
-----------------------------------
Norman C. Selby


/s/ Kenneth E. Weg                       Director                                    February 12, 2002
-----------------------------------
Kenneth E. Weg


/s/ Vaughn M. Kailian                    Director                                    February 12, 2002
-----------------------------------
Vaughn M. Kailian


/s/ Shaun R. Coughlin, M.D., Ph.D.       Director                                    February 12, 2002
-----------------------------------
Shaun R. Coughlin, M.D., Ph.D.


/s/ Ginger L. Graham                     Director                                    February 12, 2002
-----------------------------------
Ginger L. Graham


/s/ Ernest Mario, Ph.D.                  Director                                    February 12, 2002
-----------------------------------
Ernest Mario, Ph.D.
</TABLE>

                                      -6-
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
NUMBER      DESCRIPTION
<S>         <C>
4.1(1)      Amended and Restated Certificate of Incorporation of the Registrant, as amended

4.2(2)      Amended and Restated Bylaws of the Registrant, as amended

4.3(3)      Rights Agreement dated April 5, 2001 between the Registrant and State Street
            Bank and Trust Company, N.A.

5.1         Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1        Consent of Hale and Dorr LLP
            (included in Exhibit 5.1)

23.2        Consent of Ernst & Young LLP, Independent Auditors

24.1        Power of attorney (included on the signature pages of this registration
            statement)
</TABLE>

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

(1) Previously filed with the Securities and Exchange Commission as an Exhibit
    to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
    ended March 31, 1996, and the Registrant's Current Report on Form 8-K filed
    on April 12, 2000 and incorporated herein by reference.

(2) Previously filed with the Securities and Exchange Commission as an Exhibit
    to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
    ended March 31, 1996, the Registrant's Quarterly Report on Form 10-Q for the
    fiscal quarter ended March 31, 2000 and the Registrant's Quarterly Report on
    Form 10-Q for the fiscal quarter ended September 30, 2000 and incorporated
    herein by reference.

(3) Previously filed with the Securities and Exchange Commission as an Exhibit
    to the Registrant's Current Report on Form 8-K filed on April 5, 2001 and
    incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "a2069842zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 25277}]
{"company-data": {"conformed-name": "MILLENNIUM PHARMACEUTICALS INC", "cik": "0001002637", "assigned-sic": "2834", "irs-number": "043177038", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82598", "film-number": "02538227"}, "business-address": {"street1": "75 SIDNEY STREET", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6176797000"}, "mail-address": {"street1": "75 SIDNEY STREET", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
As filed with the Securities and Exchange Commission on February 12, 2002
                                                     Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                        MILLENNIUM PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in Its Charter)
DELAWARE                                          04-3177038
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

75 SIDNEY STREET, CAMBRIDGE, MASSACHUSETTS                    02139
(Address of Principal Executive Offices)                    (Zip Code)
COR THERAPEUTICS, INC. 1998 NON-OFFICER EQUITY INCENTIVE PLAN
      COR THERAPEUTICS, INC. 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                COR THERAPEUTICS, INC. 1991 EQUITY INCENTIVE PLAN
                            (Full Title of the Plans)

                            JOHN B. DOUGLAS III, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                75 SIDNEY STREET
                         CAMBRIDGE, MASSACHUSETTS 02139
                     (Name and Address of Agent For Service)
                                 (617) 679-7000
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                           Proposed Maximum    Proposed Maximum
     Title of Securities to be          Amount to be      Offering Price Per       Aggregate          Amount of
            Registered                 Registered(1)            Share           Offering Price    Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value
per share (including the associated
Preferred Stock purchase rights)
issuable under:
---------------------------------------------------------------------------------------------------------------------
COR Therapeutics, Inc. 1998           1,714,080 shares         $19.61(2)         $ 33,613,109(2)       $ 3,093
Non-Officer Equity Incentive Plan       738,161 shares         $17.18(3)         $ 12,681,606(3)       $ 1,167
---------------------------------------------------------------------------------------------------------------------
COR Therapeutics, Inc. 1994
Non-Employee Directors' Stock
Option Plan                             113,973 shares         $25.49(2)         $  2,905,172(2)       $   268
---------------------------------------------------------------------------------------------------------------------
COR Therapeutics, Inc. 1991           4,268,864 shares         $10.08(2)         $ 43,030,150(2)       $ 3,959
Equity Incentive Plan                 2,479,999 shares         $17.18(3)         $ 42,606,383(3)       $ 3,920
---------------------------------------------------------------------------------------------------------------------
TOTAL                                 9,315,077 shares                           $134,836,420          $12,407
=====================================================================================================================
(1) The number of shares of Millennium Pharmaceuticals, Inc. common stock to be
    issued gives effect to the exchange ratio of 0.9873 shares of Millennium
    Pharmaceuticals, Inc. common stock for each share of COR Therapeutics, Inc.
    common stock originally issuable under the plans registered hereby, as
    provided in the Agreement and Plan of Merger dated December 5, 2001 by and
    among Millennium Pharmaceuticals, Inc., PGM Corporation and COR
    Therapeutics, Inc. In accordance with Rule 416 under the Securities Act of
    1933, as amended, this registration statement shall be deemed to cover any
    additional securities that may from time to time be offered or issued to
    prevent dilution resulting from stock splits, stock dividends or similar
    transactions.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) of the Securities Act of 1933, as amended, and based
    upon the weighted average exercise price per share of the shares subject to
    outstanding stock option grants under the COR Therapeutics, Inc. option
    plans listed above.

(3) Calculated in accordance with Rules 457(c) and (h) under the Securities
    Act as based upon the average of the high and low prices of Millennium
    Pharmaceuticals, Inc.'s common stock as reported on the Nasdaq National
    Market on February 7, 2002.
EXPLANATORY NOTE

         This registration statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act to register shares of the
common stock of the undersigned registrant, Millennium Pharmaceuticals, Inc., a
Delaware corporation, issuable to eligible employees, directors, consultants and
advisors under certain employee benefit plans assumed by the registrant upon the
merger of the registrant's wholly owned subsidiary, PGM Corporation, a Delaware
corporation, with and into COR Therapeutics, Inc., a Delaware corporation. These
plans and contracts were previously obligations of COR Therapeutics, Inc.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1. Plan Information.

         The information required by Item 1 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

         ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The written statement required by Item 2 is included in documents sent
or given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:

         (a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

         (c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act dated April 26,
1996, as updated by the registrant's Current Report on Form 8-K filed on April
25, 2000, the registrant's registration statement on Form 8-A dated April 5,
2001 and the registrant's Current Report on Form 8-K filed on January 18, 2002,
and including any amendment or report filed for the purpose of updating such
description.

                                      -1-
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all 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 the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be 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.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement. Attorneys at Hale and Dorr LLP own, in
the aggregate, 1,200 shares of the registrant's common stock.

         ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. The registrant has included such a provision in its Restated
Certificate of Incorporation.

         Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

         Article Eight of the registrant's Restated Certificate of Incorporation
provides that no director shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty. Article Nine of the
registrant's Restated Certificate of Incorporation also provides that a director
or officer:

                                      -2-
o  shall be indemnified by the registrant against all expenses
            (including attorneys' fees), judgments, fines and amounts paid in
            settlement incurred in connection with any litigation or other legal
            proceeding (other than an action by or in the right of the
            registrant) brought against him by virtue of his position as a
            director or officer of the registrant if he acted in good faith and
            in a manner he reasonably believed to be in, or not opposed to, the
            best interests of the registrant, and, with respect to any criminal
            action or proceeding, had no reasonable cause to believe his conduct
            was unlawful; and

         o  shall be indemnified by the registrant against all expenses
            (including attorneys' fees) and amounts paid in settlement incurred
            in connection with any action by or in the right of the registrant
            brought against him by virtue of his position as a director or
            officer of the registrant if he acted in good faith and in a manner
            he reasonably believed to be in, or not opposed to, the best
            interests of the registrant, except that no indemnification shall be
            made with respect to any matter as to which such person shall have
            been adjudged to be liable to the registrant, unless a court
            determines that, despite such adjudication but in view of all of the
            circumstances, he is entitled to indemnification of such expenses.

         In addition, to the extent that a director or officer has been
successful, on the merits or otherwise, in defense of any action or proceeding,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the registrant against all expenses (including
attorneys' fees) incurred. Expenses will be advanced to a director or officer at
his request, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.

         Indemnification is required to be made unless the registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the registrant
notice of the action for which indemnity is sought and the registrant has the
right to participate in such action or assume the defense thereof.

         ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8. EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

         ITEM 9. UNDERTAKINGS.

         1. ITEM 512(a) OF REGULATION S-K. 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:

                                      -3-
(i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act;

            (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; and

            (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 (i) and (ii) do not apply if 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 Exchange Act that are incorporated by reference in
         the registration statement.

            (2) That, for the purpose of determining any liability under the
         Securities Act, 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.

         2. ITEM 512(b) OF REGULATION S-K. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.

         3. ITEM 512(h) of REGULATION S-K. Insofar as indemnification for
liabilities arising under the Securities Act 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.

                                      -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Cambridge, Commonwealth of Massachusetts on this 12th
day of February, 2002.

                                   MILLENNIUM PHARMACEUTICALS, INC.

                                   By: /s/ John B. Douglas III
                                       ---------------------------------------
                                       John B. Douglas III
                                       SENIOR VICE PRESIDENT
                                       AND GENERAL COUNSEL

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Millennium
Pharmaceuticals, Inc., hereby severally constitute and appoint Mark J. Levin,
Kevin P. Starr and John B. Douglas III, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration
statement on Form S-8 filed herewith and any and all subsequent amendments to
said registration statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable
Millennium Pharmaceuticals, Inc. to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                              TITLE                                DATE
/s/ Mark J. Levin                        Chairperson, President and                  February 12, 2002
-------------------------------          Chief Executive Officer
Mark J. Levin                            (Principal Executive Officer)

/s/ Kevin P. Starr                       Chief Operating Officer and                 February 12, 2002
-------------------------------          Chief Financial Officer
Kevin P. Starr                           (Principal Financial and
                                         Accounting Officer)

/s/ Eugene Cordes                        Director                                    February 12, 2002
-------------------------------
Eugene Cordes

                                      -5-
/s/ A. Grant Heidrich, III               Director                                    February 12, 2002
-----------------------------------
A. Grant Heidrich, III

/s/ Raju S. Kucherlapati                 Director                                    February 12, 2002
-----------------------------------
Raju S. Kucherlapati

/s/ Eric S. Lander                       Director                                    February 12, 2002
-----------------------------------
Eric S. Lander

/s/ Edward D. Miller, Jr.                Director                                    February 12, 2002
-----------------------------------
Edward D. Miller, Jr.

/s/ Norman C. Selby                      Director                                    February 12, 2002
-----------------------------------
Norman C. Selby

/s/ Kenneth E. Weg                       Director                                    February 12, 2002
-----------------------------------
Kenneth E. Weg

/s/ Vaughn M. Kailian                    Director                                    February 12, 2002
-----------------------------------
Vaughn M. Kailian

/s/ Shaun R. Coughlin, M.D., Ph.D.       Director                                    February 12, 2002
-----------------------------------
Shaun R. Coughlin, M.D., Ph.D.

/s/ Ginger L. Graham                     Director                                    February 12, 2002
-----------------------------------
Ginger L. Graham

/s/ Ernest Mario, Ph.D.                  Director                                    February 12, 2002
-----------------------------------
Ernest Mario, Ph.D.
-6-
INDEX TO EXHIBITS
NUMBER      DESCRIPTION
4.1(1)      Amended and Restated Certificate of Incorporation of the Registrant, as amended

4.2(2)      Amended and Restated Bylaws of the Registrant, as amended

4.3(3)      Rights Agreement dated April 5, 2001 between the Registrant and State Street
            Bank and Trust Company, N.A.

5.1         Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1        Consent of Hale and Dorr LLP
            (included in Exhibit 5.1)

23.2        Consent of Ernst & Young LLP, Independent Auditors

24.1        Power of attorney (included on the signature pages of this registration
            statement)
------------

(1) Previously filed with the Securities and Exchange Commission as an Exhibit
    to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
    ended March 31, 1996, and the Registrant's Current Report on Form 8-K filed
    on April 12, 2000 and incorporated herein by reference.

(2) Previously filed with the Securities and Exchange Commission as an Exhibit
    to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
    ended March 31, 1996, the Registrant's Quarterly Report on Form 10-Q for the
    fiscal quarter ended March 31, 2000 and the Registrant's Quarterly Report on
    Form 10-Q for the fiscal quarter ended September 30, 2000 and incorporated
    herein by reference.

(3) Previously filed with the Securities and Exchange Commission as an Exhibit
    to the Registrant's Current Report on Form 8-K filed on April 5, 2001 and
    incorporated herein by reference.