<PAGE>

      As filed with the Securities and Exchange Commission on January 23, 2002
                                                    Registration No. 333-_____

                                  UNITED STATES
                       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 Number)

75 SIDNEY STREET, CAMBRIDGE, MASSACHUSETTS                        02139
 (Address of principal executive offices)                      (Zip Code)

           MILLENNIUM PHARMACEUTICALS, INC. 2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               John B. Douglas III
                    Senior Vice President and General Counsel
                        Millennium Pharmaceuticals, Inc.
                                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                  Amount to be      offering price        aggregate           Amount of
    securities to be registered          registered        per share (1)    offering price (1)  registration fee
------------------------------------- ------------------ ------------------ ------------------- ------------------
<S>                                   <C>                <C>                <C>                 <C>
 Common Stock, $0.001 par value per
  share (including the associated
  Preferred Stock Purchase Rights)       11,214,498      $21.07             $236,289,472.86     $21,739
------------------------------------- ------------------ ------------------ ------------------- ------------------

</TABLE>

       (1) Estimated solely for purposes of calculating the registration fee
         pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
         as amended and based upon the average of the high and low prices of the
         registrant's common stock on the Nasdaq National Market on January 18,
         2002.


<PAGE>

         STATEMENT OF INCORPORATION BY REFERENCE

         This registration statement on Form S-8 is filed to register the offer
and sale of an additional 11,214,498 shares of the registrant's common stock,
$0.001 par value per share, to be issued under the Millennium Pharmaceuticals,
Inc. 2000 Stock Incentive Plan (the "2000 Plan"). This registration statement
incorporates by reference the registration statement on Form S-8, File No.
333-35896, filed by the registrant on April 28, 2000 and the registration
statement on Form S-8, File No. 333-71396 filed by the registrant on October 11,
2001, relating to the 2000 Plan.

         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 statements on Form 8-A filed under the Exchange Act dated April 26,
1996, as updated by a Current Report on Form 8-K dated April 25, 2000, a Form
8-A dated April 5, 2001, and a Current Report on Form 8-K dated January 18, 2002
and including any amendment or report filed for the purpose of updating such
description.

         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 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. Partners of Hale and Dorr LLP hold an
aggregate of 1,200 shares of Millennium common stock.

         ITEM 8.  EXHIBITS.

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


                                       -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 Cambridge, Commonwealth of Massachusetts, on
this 23rd day of January 2002.

                               MILLENNIUM PHARMACEUTICALS, INC.


                               By: /s/ JOHN B. DOUGLAS III
                                   John B. Douglas III
                                   Senior Vice President and General Counsel


                                       -3-

<PAGE>

                        SIGNATURES AND POWER OF ATTORNEY

         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 any of them, and to 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 pre-effective and
post-effective amendments to said registration statement and generally to do all
such things in our name and 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, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

        SIGNATURE                                TITLE                                   DATE
<S>                           <C>                                                  <C>
/s/ MARK J. LEVIN             Chairperson of the Board of Directors, President     January 23, 2002
Mark J. Levin                 and Chief Executive Officer (Principal Executive
                              Officer)

/s/ KEVIN P. STARR            Chief Operating Officer and Chief Financial Officer  January 23, 2002
Kevin P. Starr                (Principal Financial and Accounting Officer)

/s/ EUGENE CORDES             Director                                             January 23, 2002
Eugene Cordes


/s/ A. GRANT HEIDRICH III     Director                                             January 23, 2002
A. Grant Heidrich III


/s/ RAJU KUCHERLAPATI         Director                                             January 23, 2002
Raju Kucherlapati


/s/ ERIC S. LANDER            Director                                             January 23, 2002
Eric S. Lander


/s/ EDWARD D. MILLER, JR.     Director                                             January 23, 2002
Edward D. Miller, Jr.


/s/ NORMAN C. SELBY           Director                                             January 23, 2002
Norman C. Selby


/s/ KENNETH E. WEG            Director                                             January 23, 2002
Kenneth E. Weg

</TABLE>


                                       -4-

<PAGE>

                                  EXHIBIT INDEX

  Exhibit NUMBER
                                                     DESCRIPTION

      4.1 (1)      Amended and Restated Certificate of Incorporation of the
                   registrant, as amended.
      4.2 (2)      Amended and Restated By-Laws 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
     23.1          Consent of Ernst & Young LLP
     23.2          Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed
                   herewith.
     24.1          Power of Attorney (included on the signature page to this
                   registration statement).

(1)      Incorporated herein by reference to the registrant's Form 10-Q for the
         quarter ending March 31, 1996, the registrant's Current Report on Form
         8-K filed on April 13, 2000 and the registrant's Form 10-Q for the
         quarter ending March 31, 2001.

(2)      Incorporated herein by reference to the registrant's Form 10-Q for the
         quarter ending March 31, 1996, the registrant's Form 10-Q for the
         quarter ending March 31, 2000 and the registrant's Form 10-Q for the
         quarter ending September 30, 2000.

(3)      Incorporated by reference to the registrant's Current Report on
         Form 8-K filed on April 5, 2001.


                                       -5-
[{"type": "S-8", "sequence": "1", "filename": "a2068384zs-8.txt", "description": "S-8", "secsgml_size_bytes": 11619}]
{"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": "333-81234", "film-number": "02514804"}, "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 January 23, 2002
                                                    Registration No. 333-_____

                                  UNITED STATES
                       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 Number)

75 SIDNEY STREET, CAMBRIDGE, MASSACHUSETTS                        02139
 (Address of principal executive offices)                      (Zip Code)

           MILLENNIUM PHARMACEUTICALS, INC. 2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               John B. Douglas III
                    Senior Vice President and General Counsel
                        Millennium Pharmaceuticals, Inc.
                                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                  Amount to be      offering price        aggregate           Amount of
    securities to be registered          registered        per share (1)    offering price (1)  registration fee
------------------------------------- ------------------ ------------------ ------------------- ------------------
Common Stock, $0.001 par value per
  share (including the associated
  Preferred Stock Purchase Rights)       11,214,498      $21.07             $236,289,472.86     $21,739
------------------------------------- ------------------ ------------------ ------------------- ------------------
(1) Estimated solely for purposes of calculating the registration fee
         pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
         as amended and based upon the average of the high and low prices of the
         registrant's common stock on the Nasdaq National Market on January 18,
         2002.
STATEMENT OF INCORPORATION BY REFERENCE

         This registration statement on Form S-8 is filed to register the offer
and sale of an additional 11,214,498 shares of the registrant's common stock,
$0.001 par value per share, to be issued under the Millennium Pharmaceuticals,
Inc. 2000 Stock Incentive Plan (the "2000 Plan"). This registration statement
incorporates by reference the registration statement on Form S-8, File No.
333-35896, filed by the registrant on April 28, 2000 and the registration
statement on Form S-8, File No. 333-71396 filed by the registrant on October 11,
2001, relating to the 2000 Plan.

         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 statements on Form 8-A filed under the Exchange Act dated April 26,
1996, as updated by a Current Report on Form 8-K dated April 25, 2000, a Form
8-A dated April 5, 2001, and a Current Report on Form 8-K dated January 18, 2002
and including any amendment or report filed for the purpose of updating such
description.

         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 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. Partners of Hale and Dorr LLP hold an
aggregate of 1,200 shares of Millennium common stock.

         ITEM 8.  EXHIBITS.

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

                                       -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 Cambridge, Commonwealth of Massachusetts, on
this 23rd day of January 2002.

                               MILLENNIUM PHARMACEUTICALS, INC.

                               By: /s/ JOHN B. DOUGLAS III
                                   John B. Douglas III
                                   Senior Vice President and General Counsel

                                       -3-
SIGNATURES AND POWER OF ATTORNEY

         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 any of them, and to 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 pre-effective and
post-effective amendments to said registration statement and generally to do all
such things in our name and 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, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                TITLE                                   DATE
/s/ MARK J. LEVIN             Chairperson of the Board of Directors, President     January 23, 2002
Mark J. Levin                 and Chief Executive Officer (Principal Executive
                              Officer)

/s/ KEVIN P. STARR            Chief Operating Officer and Chief Financial Officer  January 23, 2002
Kevin P. Starr                (Principal Financial and Accounting Officer)

/s/ EUGENE CORDES             Director                                             January 23, 2002
Eugene Cordes

/s/ A. GRANT HEIDRICH III     Director                                             January 23, 2002
A. Grant Heidrich III

/s/ RAJU KUCHERLAPATI         Director                                             January 23, 2002
Raju Kucherlapati

/s/ ERIC S. LANDER            Director                                             January 23, 2002
Eric S. Lander

/s/ EDWARD D. MILLER, JR.     Director                                             January 23, 2002
Edward D. Miller, Jr.

/s/ NORMAN C. SELBY           Director                                             January 23, 2002
Norman C. Selby

/s/ KENNETH E. WEG            Director                                             January 23, 2002
Kenneth E. Weg
-4-
EXHIBIT INDEX

  Exhibit NUMBER
                                                     DESCRIPTION

      4.1 (1)      Amended and Restated Certificate of Incorporation of the
                   registrant, as amended.
      4.2 (2)      Amended and Restated By-Laws 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
     23.1          Consent of Ernst & Young LLP
     23.2          Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed
                   herewith.
     24.1          Power of Attorney (included on the signature page to this
                   registration statement).

(1)      Incorporated herein by reference to the registrant's Form 10-Q for the
         quarter ending March 31, 1996, the registrant's Current Report on Form
         8-K filed on April 13, 2000 and the registrant's Form 10-Q for the
         quarter ending March 31, 2001.

(2)      Incorporated herein by reference to the registrant's Form 10-Q for the
         quarter ending March 31, 1996, the registrant's Form 10-Q for the
         quarter ending March 31, 2000 and the registrant's Form 10-Q for the
         quarter ending September 30, 2000.

(3)      Incorporated by reference to the registrant's Current Report on
         Form 8-K filed on April 5, 2001.

                                       -5-