As filed with the Securities and Exchange Commission on May 8,  1998

                                             Registration No. 333-_______

                                 UNITED STATES
                      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)

                         777 Old Saw Mill River Road
      Delaware           Tarrytown, New York  10591            13-3379479
  (State or other           (Address of Principal           (I.R.S. Employer
  jurisdiction of            Executive Offices)            Identification No.)
  incorporation or
   organization)

                     1989 Non-Qualified Stock Option Plan
                       1993 Stock Option Plan as amended
                       1993 Executive Stock Option Plan
                        Amended 1996 Stock Option Plan
                           (Full Title of the Plan)

                          Paul J. Maddon, M.D., Ph.D.
         Chairman of the Board, Chief Executive Officer and President
                        Progenics Pharmaceuticals, Inc.
                          777 Old Saw Mill River Road
                          Tarrytown, New York  10591
                    (Name and address of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

                                      Proposed       Proposed
                                      maximum        maximum
     Title of                         offering      aggregate      Amount of
 securities to be    Amount to be    price per       offering     registration
    registered        registered     share (1)      price (1)         fee

 Common Stock         2,870,410        $7.45       $21,384,590       $6,308
  par value $.0013      shares
  per share

(1)  The prices  for shares being offered pursuant to options outstanding under
     the  Plans,   estimated  solely   for  the   purpose  of  calculating  the
     registration fee  pursuant to  Rule 457(h),  are based  upon the  weighted
     average exercise  price of  such options;  the prices  for  shares  to  be
     offered pursuant to options remaining available under the Plans, estimated
     solely for  the purpose  of calculating  the registration  fee pursuant to
     Rule 457(h),  are based upon the price of Registrant's Common Stock on the
     Nasdaq Stock  Market's National  Market at  the close of trading on May 6,
     1998.
<PAGE>
                                   STATEMENT

       This Form  S-8 Registration Statement is being filed with the Securities
and Exchange Commission (the "Commission") by  Progenics Pharmaceuticals, Inc.,
a Delaware corporation  (the "Company"), in order to  register 2,870,410 shares
ofthe Company's common stock, par value  $.0013 per share (the "Common Stock"),
issuable upon  exercise of options granted or to be granted under the Company's
1989 Non-Qualified  Stock Option  Plan, 1993 Stock Option Plan as amended, 1993
Executive Stock Option Plan and Amended 1996 Stock Option Plan (the "Plans").

                                    PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

     Not filed as part of this Registration Statement pursuant to Note to Part
I of Form S-8.

Item 2.   Registrant Information and Employee Plan Annual Information.

     Not filed as part of this Registration Statement pursuant to Note to Part
I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:

     a)   The Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1997;

     b)   The Company's  Current Report  on Form 8-K filed on February 6, 1998;
     and

     c)   The description  of the  Common Stock  set forth  under  the  caption
     "Description of  Capital Stock" in the Registrant's registration statement
     on Form S-1, filed with the Commission on November 19, 1997, File No. 333-
     13627, including  all amendments  or reports filed with the Commission for
     the purpose of updating such description.

     All other  documents subsequently  filed by  the  Registrant  pursuant  to
Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to the filing of
a  post-effective   amendment  which  indicates  that  all  securities  offered
hereunder have  been  sold  or  which  deregisters  all  such  securities  then
remaining unsold  shall be  deemed to  be incorporated  by  reference  in  this
Registration Statement  and be  a part  hereof from  the date of filing of such
documents.

     Any statement  contained herein or in a document incorporated or deemed to
be incorporated  by  reference  herein  shall  be  deemed  to  be  modified  or
superseded for  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  earlier 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.

<PAGE>
Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section 145(a)  of the  General Corporation  Law of  the State of Delaware
(the "DGCL")  provides that a Delaware corporation may indemnify any person who
was or  is a  party or  is threatened  to be  made a  party to  any threatened,
pending or  completed action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by  reason of  the fact  that he  is or  was a  director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against  expenses, judgments,  fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding 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 corporation,  and,  with
respect to  any criminal  action or  proceeding, had  no cause  to believe  his
conduct was unlawful.

     Section 145(b)  of the  DGCL provides  that  a  Delaware  corporation  may
indemnify any  person who was or is a party or is threatened to be made a party
to any  threatened, pending  or completed  action or suit by or in the right of
the corporation  to procure  a judgment in its favor by reason of the fact that
such person  acted in  any of  the capacities set forth above, against expenses
actually and  reasonably incurred  by him  in connection  with the  defense  or
settlement of  such action  or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which  such person  shall have been adjudged to be liable to the corporation
unless and  only to  the extent that the court in which such action or suit was
brought shall determine that despite the adjudication of liability, such person
is fairly and reasonably entitled to be indemnified for such expenses which the
court shall deem proper.

     Section 145  of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding  referred to  in subsections (a) and (b) or in the defense of any
claim, issue,  or matter  therein, he  shall be  indemnified  against  expenses
actually  and   reasonably  incurred  by  him  in  connection  therewith;  that
indemnification provided  for by  Section 145  shall not be deemed exclusive of
any other  rights to  which the indemnified party may be entitled; and that the
corporation may  purchase and  maintain insurance  on behalf  of a  director or
officer of  the corporation  against any  liability  asserted  against  him  or
incurred by  him in  any such  capacity or  arising out  of his  status as such
whether or  not the  corporation would  have the power to indemnify him against
such liabilities under such Section 145.

     Section 102(b)(7)  of the DGCL provides that a corporation in its original
certificate of  incorporation or  an  amendment  thereto  validly  approved  by
stockholders may  eliminate or limit personal liability of members of its board
of directors  or governing  body for  breach of  a director's  fiduciary  duty.
However, no  such provision  may eliminate or limit the liability of a director
for breaching  his duty  of loyalty,  failing to act in good faith, engaging in
intentional misconduct  or knowingly  violating a  law, paying  a  dividend  or
approving a  stock repurchase  which was  illegal,  or  obtaining  an  improper
personal benefit. A provision of this type has no effect on the availability of
equitable remedies,  such as  injunction or rescission, for breach of fiduciary
duty. The  Company's Restated  Certificate of  Incorporation  contains  such  a
provision.

     The Company's  Certificate of  Incorporation and  By-Laws provide that the
Company shall indemnify officers and directors, and to the extent authorized by
the Board of Directors, employees and agents of the Company, to the full extent
permitted by  and in  the manner  permissible under  the laws  of the  State of
Delaware. In  addition, the  By-Laws permit the Board of Directors to authorize
the Company  to purchase  and maintain insurance against any liability asserted
against any  director, officer, employee or agent of the Company arising out of
his capacity as such.

<PAGE>
     The Company  has entered  into Indemnification Agreements with each of its
officers and  directors, pursuant  to which the Company has agreed to indemnify
and advance  expenses to  such officers  and directors  to the  fullest  extent
permitted by applicable law.

     The Company  has obtained  an  insurance  policy  providing  coverage  for
certain liabilities of its officers and directors.

Item 7.   Exemption from Registration Claimed.

     Not applicable.
     
Item 8.   Exhibits.

     The following documents are filed as Exhibits hereto:

 Exhibit
  Number             Description            Incorporated by Reference to:

 3.1       Certificate of Incorporation     Exhibit 3.1 to the Company's
           of the Company, as amended       Form S-1 Registration
                                            Statement No. 333-13627 dated
                                            November 19, 1997

 5.1       Opinion and Consent of Dewey     N/A
           Ballantine LLP with respect
           to the legality of the
           securities being registered

 10.2      1989 Non-Qualified Stock         Exhibit 10.2 to the Company's
           Option Plan                      Form S-1 Registration
                                            Statement No. 333-13627 dated
                                            November 19, 1997

 10.3      1993 Stock Option Plan as        Exhibit 10.3 to the Company's
           amended                          Form S-1 Registration
                                            Statement No. 333-13627 dated
                                            November 19, 1997

 10.4      1993 Executive Stock Option      Exhibit 10.4 to the Company's
           Plan                             Form S-1 Registration
                                            Statement No. 333-13627 dated
                                            November 19, 1997

 10.5      Amended 1996 Stock Incentive     Exhibit 10.5 to the Company's
           Plan                             Form S-1 Registration
                                            Statement No. 333-13627 dated
                                            November 19, 1997

 23.1      Consent of Dewey Ballantine      -
           LLP (contained in their
           opinion filed herewith as
           Exhibit 5.1)

 23.2      Consent of Coopers &             N/A
           Lybrand, L.L.P.

 24.1      Power of Attorney of             -
           directors and certain
           officers of the Company
           (included in Signature Page)


<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;

     (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.  Notwithstanding the  foregoing, any  increase  or
     decrease in  volume of  securities offered  (if the  total dollar value of
     securities offered  would not  exceed that  which was  registered) and any
     deviation from the low or high and of the estimated maximum offering range
     may be  reflected in  the form  of prospectus  filed with  the  Commission
     pursuant to  Rule 424(b)  if, in  the aggregate, the changes in volume and
     price represent  no more than a 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective 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  (1)(i) and  (1)(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 by the Registrant pursuant to
Section 13  or Section  15(d) of  the Exchange  Act that  are  incorporated  by
reference in this 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.

b)   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.

c)   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 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.





<PAGE>
                                  SIGNATURES


     The Registrant.   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 Tarrytown, State of New York, on this
8th day of May, 1998.

                              PROGENICS PHARMACEUTICALS, INC.

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


                               POWER OF ATTORNEY


     KNOW ALL  PERSONS BY  THESE PRESENTS, that each of the persons whose names
appear below  constitute and appoint Paul J. Maddon and Robert A. McKinney, and
each of  them, his  true and lawful attorney-in-fact and agent, with full power
of substitution  and resubstitution,  for him and in his name, place and stead,
in any  and  all  capacities,  to  execute  any  and  all  amendments  to  this
Registration Statement,  and to  file the  same,  together  with  all  exhibits
thereto, and  other documents  in connection therewith, with the Securities and
Exchange Commission,  and such  other agencies,  offices and  persons as may be
required by applicable law, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite or
necessary to  be done  in and  about the  premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each  said attorney-in-fact  and agent may lawfully do or cause to be done
by virtue hereof.

     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                                Capacity                Date

/s/ Paul J. Maddon, M.D., Ph.D.        Chairman of the Board,      May 8, 1998
 Paul J. Maddon, M.D., Ph.D.           Chief Executive Officer
                                       and President
                                       (Principal Executive
                                       Officer)

/s/ Robert A. McKinney                 Vice President, Finance     May 8, 1998
 Robert A. McKinney                    and Operations and
                                       Treasurer (Principal
                                       Financial and
                                       Accounting Officer)

/s/ Charles A. Baker                   Director                    May 8, 1998
 Charles A. Baker

/s/ Mark F. Dalton                     Director                    May 8, 1998
 Mark F. Dalton

/s/ Stephen P. Goff, Ph.D.             Director                    May 8, 1998
 Stephen P. Goff, Ph.D.

/s/ Elizabeth M. Greetham              Director                    May 8, 1998
 Elizabeth M. Greetham

/s/ Paul F. Jacobson                   Director                    May 8, 1998
 Paul F. Jacobson

/s/ David A. Scheinberg, M.D., Ph.D.   Director                    May 8, 1998
 David A. Scheinberg, M.D., Ph.D.
<PAGE>



                   PROGENICS PHARMACEUTICALS, INC.

                          _________________

                               EXHIBITS

                                 for

                        REGISTRATION STATEMENT

                                  ON

                               FORM S-8

                          _________________
<PAGE>
                             Exhibit 5.1

       Opinion and Consent of Dewey Ballantine LLP with respect
          to the legality of the securities being registered
<PAGE>



                                             May 8, 1998



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

Gentlemen:

     We have  acted as  counsel to  Progenics Pharmaceuticals, Inc., a Delaware
corporation (the  "Company"), in  connection with the preparation and filing by
the Company  of  a  Registration  Statement  on  Form  S-8  (the  "Registration
Statement") under  the Securities Act of 1933, as amended, for the registration
of 2,870,410 shares of common stock, $.0013 par value per share (the "Shares"),
of the  Company which  may be issued upon exercise of stock options pursuant to
the Company's  1989 Non-Qualified  Stock Option Plan, 1993 Stock Option Plan as
amended, 1993  Executive Stock  Option Plan  and Amended 1996 Stock Option Plan
(the "Plans").

     We have  examined and  are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of  public officials  and officers  of the  Company and such other
instruments as  we have  deemed necessary  or appropriate  as a  basis for  the
opinions expressed below.

     Based on the foregoing, we are of the opinion that:

     1.   The issuance of the Shares upon exercise of options granted under the
Plan has been lawfully and duly authorized; and

     2.   When the Shares have been issued and delivered in accordance with the
terms of  the  Plan,  the  Shares  will  be  legally  issued,  fully  paid  and
nonassessable.

     We hereby  consent to  the filing  of this  opinion as  Exhibit 5.1 to the
Registration Statement.   In  giving such consent, we do not thereby admit that
we come  within the category of persons whose consent is required under Section
7 of  the Securities  Act of  1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.

                                   Very truly yours,


                                   DEWEY BALLANTINE LLP
<PAGE>
                                 Exhibit 23.2

                     Consent of Coopers & Lybrand L.L.P.
<PAGE>
                      CONSENT OF INDEPENDENT ACCOUNTANTS



We consent  to incorporation by reference in this registration statement of
Progenics Pharmaceuticals,  Inc. (the  "Company") on Form S-8 of our report
dated March  6, 1998,  on our  audits of  the financial  statements 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.





                                   COOPERS & LYBRAND L.L.P.






New York, New York
May 7, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24048}]
{"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": "333-52277", "film-number": "98614596"}, "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 May 8,  1998

                                             Registration No. 333-_______

                                 UNITED STATES
                      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)

                         777 Old Saw Mill River Road
      Delaware           Tarrytown, New York  10591            13-3379479
  (State or other           (Address of Principal           (I.R.S. Employer
  jurisdiction of            Executive Offices)            Identification No.)
  incorporation or
   organization)

                     1989 Non-Qualified Stock Option Plan
                       1993 Stock Option Plan as amended
                       1993 Executive Stock Option Plan
                        Amended 1996 Stock Option Plan
                           (Full Title of the Plan)

                          Paul J. Maddon, M.D., Ph.D.
         Chairman of the Board, Chief Executive Officer and President
                        Progenics Pharmaceuticals, Inc.
                          777 Old Saw Mill River Road
                          Tarrytown, New York  10591
                    (Name and address of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

                                      Proposed       Proposed
                                      maximum        maximum
     Title of                         offering      aggregate      Amount of
 securities to be    Amount to be    price per       offering     registration
    registered        registered     share (1)      price (1)         fee

 Common Stock         2,870,410        $7.45       $21,384,590       $6,308
  par value $.0013      shares
  per share

(1)  The prices  for shares being offered pursuant to options outstanding under
     the  Plans,   estimated  solely   for  the   purpose  of  calculating  the
     registration fee  pursuant to  Rule 457(h),  are based  upon the  weighted
     average exercise  price of  such options;  the prices  for  shares  to  be
     offered pursuant to options remaining available under the Plans, estimated
     solely for  the purpose  of calculating  the registration  fee pursuant to
     Rule 457(h),  are based upon the price of Registrant's Common Stock on the
     Nasdaq Stock  Market's National  Market at  the close of trading on May 6,
     1998.
STATEMENT

       This Form  S-8 Registration Statement is being filed with the Securities
and Exchange Commission (the "Commission") by  Progenics Pharmaceuticals, Inc.,
a Delaware corporation  (the "Company"), in order to  register 2,870,410 shares
ofthe Company's common stock, par value  $.0013 per share (the "Common Stock"),
issuable upon  exercise of options granted or to be granted under the Company's
1989 Non-Qualified  Stock Option  Plan, 1993 Stock Option Plan as amended, 1993
Executive Stock Option Plan and Amended 1996 Stock Option Plan (the "Plans").

                                    PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

     Not filed as part of this Registration Statement pursuant to Note to Part
I of Form S-8.

Item 2.   Registrant Information and Employee Plan Annual Information.

     Not filed as part of this Registration Statement pursuant to Note to Part
I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:

     a)   The Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1997;

     b)   The Company's  Current Report  on Form 8-K filed on February 6, 1998;
     and

     c)   The description  of the  Common Stock  set forth  under  the  caption
     "Description of  Capital Stock" in the Registrant's registration statement
     on Form S-1, filed with the Commission on November 19, 1997, File No. 333-
     13627, including  all amendments  or reports filed with the Commission for
     the purpose of updating such description.

     All other  documents subsequently  filed by  the  Registrant  pursuant  to
Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to the filing of
a  post-effective   amendment  which  indicates  that  all  securities  offered
hereunder have  been  sold  or  which  deregisters  all  such  securities  then
remaining unsold  shall be  deemed to  be incorporated  by  reference  in  this
Registration Statement  and be  a part  hereof from  the date of filing of such
documents.

     Any statement  contained herein or in a document incorporated or deemed to
be incorporated  by  reference  herein  shall  be  deemed  to  be  modified  or
superseded for  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  earlier 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.

     Section 145(a)  of the  General Corporation  Law of  the State of Delaware
(the "DGCL")  provides that a Delaware corporation may indemnify any person who
was or  is a  party or  is threatened  to be  made a  party to  any threatened,
pending or  completed action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by  reason of  the fact  that he  is or  was a  director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against  expenses, judgments,  fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding 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 corporation,  and,  with
respect to  any criminal  action or  proceeding, had  no cause  to believe  his
conduct was unlawful.

     Section 145(b)  of the  DGCL provides  that  a  Delaware  corporation  may
indemnify any  person who was or is a party or is threatened to be made a party
to any  threatened, pending  or completed  action or suit by or in the right of
the corporation  to procure  a judgment in its favor by reason of the fact that
such person  acted in  any of  the capacities set forth above, against expenses
actually and  reasonably incurred  by him  in connection  with the  defense  or
settlement of  such action  or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which  such person  shall have been adjudged to be liable to the corporation
unless and  only to  the extent that the court in which such action or suit was
brought shall determine that despite the adjudication of liability, such person
is fairly and reasonably entitled to be indemnified for such expenses which the
court shall deem proper.

     Section 145  of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding  referred to  in subsections (a) and (b) or in the defense of any
claim, issue,  or matter  therein, he  shall be  indemnified  against  expenses
actually  and   reasonably  incurred  by  him  in  connection  therewith;  that
indemnification provided  for by  Section 145  shall not be deemed exclusive of
any other  rights to  which the indemnified party may be entitled; and that the
corporation may  purchase and  maintain insurance  on behalf  of a  director or
officer of  the corporation  against any  liability  asserted  against  him  or
incurred by  him in  any such  capacity or  arising out  of his  status as such
whether or  not the  corporation would  have the power to indemnify him against
such liabilities under such Section 145.

     Section 102(b)(7)  of the DGCL provides that a corporation in its original
certificate of  incorporation or  an  amendment  thereto  validly  approved  by
stockholders may  eliminate or limit personal liability of members of its board
of directors  or governing  body for  breach of  a director's  fiduciary  duty.
However, no  such provision  may eliminate or limit the liability of a director
for breaching  his duty  of loyalty,  failing to act in good faith, engaging in
intentional misconduct  or knowingly  violating a  law, paying  a  dividend  or
approving a  stock repurchase  which was  illegal,  or  obtaining  an  improper
personal benefit. A provision of this type has no effect on the availability of
equitable remedies,  such as  injunction or rescission, for breach of fiduciary
duty. The  Company's Restated  Certificate of  Incorporation  contains  such  a
provision.

     The Company's  Certificate of  Incorporation and  By-Laws provide that the
Company shall indemnify officers and directors, and to the extent authorized by
the Board of Directors, employees and agents of the Company, to the full extent
permitted by  and in  the manner  permissible under  the laws  of the  State of
Delaware. In  addition, the  By-Laws permit the Board of Directors to authorize
the Company  to purchase  and maintain insurance against any liability asserted
against any  director, officer, employee or agent of the Company arising out of
his capacity as such.
The Company  has entered  into Indemnification Agreements with each of its
officers and  directors, pursuant  to which the Company has agreed to indemnify
and advance  expenses to  such officers  and directors  to the  fullest  extent
permitted by applicable law.

     The Company  has obtained  an  insurance  policy  providing  coverage  for
certain liabilities of its officers and directors.

Item 7.   Exemption from Registration Claimed.

     Not applicable.
     
Item 8.   Exhibits.

     The following documents are filed as Exhibits hereto:

 Exhibit
  Number             Description            Incorporated by Reference to:

 3.1       Certificate of Incorporation     Exhibit 3.1 to the Company's
           of the Company, as amended       Form S-1 Registration
                                            Statement No. 333-13627 dated
                                            November 19, 1997

 5.1       Opinion and Consent of Dewey     N/A
           Ballantine LLP with respect
           to the legality of the
           securities being registered

 10.2      1989 Non-Qualified Stock         Exhibit 10.2 to the Company's
           Option Plan                      Form S-1 Registration
                                            Statement No. 333-13627 dated
                                            November 19, 1997

 10.3      1993 Stock Option Plan as        Exhibit 10.3 to the Company's
           amended                          Form S-1 Registration
                                            Statement No. 333-13627 dated
                                            November 19, 1997

 10.4      1993 Executive Stock Option      Exhibit 10.4 to the Company's
           Plan                             Form S-1 Registration
                                            Statement No. 333-13627 dated
                                            November 19, 1997

 10.5      Amended 1996 Stock Incentive     Exhibit 10.5 to the Company's
           Plan                             Form S-1 Registration
                                            Statement No. 333-13627 dated
                                            November 19, 1997

 23.1      Consent of Dewey Ballantine      -
           LLP (contained in their
           opinion filed herewith as
           Exhibit 5.1)

 23.2      Consent of Coopers &             N/A
           Lybrand, L.L.P.

 24.1      Power of Attorney of             -
           directors and certain
           officers of the Company
           (included in Signature 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;

     (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.  Notwithstanding the  foregoing, any  increase  or
     decrease in  volume of  securities offered  (if the  total dollar value of
     securities offered  would not  exceed that  which was  registered) and any
     deviation from the low or high and of the estimated maximum offering range
     may be  reflected in  the form  of prospectus  filed with  the  Commission
     pursuant to  Rule 424(b)  if, in  the aggregate, the changes in volume and
     price represent  no more than a 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective 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  (1)(i) and  (1)(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 by the Registrant pursuant to
Section 13  or Section  15(d) of  the Exchange  Act that  are  incorporated  by
reference in this 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.

b)   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.

c)   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 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.
SIGNATURES

     The Registrant.   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 Tarrytown, State of New York, on this
8th day of May, 1998.

                              PROGENICS PHARMACEUTICALS, INC.

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

                               POWER OF ATTORNEY

     KNOW ALL  PERSONS BY  THESE PRESENTS, that each of the persons whose names
appear below  constitute and appoint Paul J. Maddon and Robert A. McKinney, and
each of  them, his  true and lawful attorney-in-fact and agent, with full power
of substitution  and resubstitution,  for him and in his name, place and stead,
in any  and  all  capacities,  to  execute  any  and  all  amendments  to  this
Registration Statement,  and to  file the  same,  together  with  all  exhibits
thereto, and  other documents  in connection therewith, with the Securities and
Exchange Commission,  and such  other agencies,  offices and  persons as may be
required by applicable law, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite or
necessary to  be done  in and  about the  premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each  said attorney-in-fact  and agent may lawfully do or cause to be done
by virtue hereof.

     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                                Capacity                Date

/s/ Paul J. Maddon, M.D., Ph.D.        Chairman of the Board,      May 8, 1998
 Paul J. Maddon, M.D., Ph.D.           Chief Executive Officer
                                       and President
                                       (Principal Executive
                                       Officer)

/s/ Robert A. McKinney                 Vice President, Finance     May 8, 1998
 Robert A. McKinney                    and Operations and
                                       Treasurer (Principal
                                       Financial and
                                       Accounting Officer)

/s/ Charles A. Baker                   Director                    May 8, 1998
 Charles A. Baker

/s/ Mark F. Dalton                     Director                    May 8, 1998
 Mark F. Dalton

/s/ Stephen P. Goff, Ph.D.             Director                    May 8, 1998
 Stephen P. Goff, Ph.D.

/s/ Elizabeth M. Greetham              Director                    May 8, 1998
 Elizabeth M. Greetham

/s/ Paul F. Jacobson                   Director                    May 8, 1998
 Paul F. Jacobson

/s/ David A. Scheinberg, M.D., Ph.D.   Director                    May 8, 1998
 David A. Scheinberg, M.D., Ph.D.
PROGENICS PHARMACEUTICALS, INC.

                          _________________

                               EXHIBITS

                                 for

                        REGISTRATION STATEMENT

                                  ON

                               FORM S-8

                          _________________
Exhibit 5.1

       Opinion and Consent of Dewey Ballantine LLP with respect
          to the legality of the securities being registered
May 8, 1998

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

Gentlemen:

     We have  acted as  counsel to  Progenics Pharmaceuticals, Inc., a Delaware
corporation (the  "Company"), in  connection with the preparation and filing by
the Company  of  a  Registration  Statement  on  Form  S-8  (the  "Registration
Statement") under  the Securities Act of 1933, as amended, for the registration
of 2,870,410 shares of common stock, $.0013 par value per share (the "Shares"),
of the  Company which  may be issued upon exercise of stock options pursuant to
the Company's  1989 Non-Qualified  Stock Option Plan, 1993 Stock Option Plan as
amended, 1993  Executive Stock  Option Plan  and Amended 1996 Stock Option Plan
(the "Plans").

     We have  examined and  are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of  public officials  and officers  of the  Company and such other
instruments as  we have  deemed necessary  or appropriate  as a  basis for  the
opinions expressed below.

     Based on the foregoing, we are of the opinion that:

     1.   The issuance of the Shares upon exercise of options granted under the
Plan has been lawfully and duly authorized; and

     2.   When the Shares have been issued and delivered in accordance with the
terms of  the  Plan,  the  Shares  will  be  legally  issued,  fully  paid  and
nonassessable.

     We hereby  consent to  the filing  of this  opinion as  Exhibit 5.1 to the
Registration Statement.   In  giving such consent, we do not thereby admit that
we come  within the category of persons whose consent is required under Section
7 of  the Securities  Act of  1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.

                                   Very truly yours,

                                   DEWEY BALLANTINE LLP
Exhibit 23.2

                     Consent of Coopers & Lybrand L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent  to incorporation by reference in this registration statement of
Progenics Pharmaceuticals,  Inc. (the  "Company") on Form S-8 of our report
dated March  6, 1998,  on our  audits of  the financial  statements 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.

                                   COOPERS & LYBRAND L.L.P.

New York, New York
May 7, 1998