UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
8-K





CURRENT
REPORT


Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934




Date of
Report (Date of earliest event reported)December 8,
2008




Progenics
Pharmaceuticals, Inc.


(Exact
name of registrant as specified in its charter)




Delaware
            
            000-23143
            
            13-3379479(State
      or other jurisdiction
              of
      incorporation)
            
            (Commission
              File
      Number)
            
            (IRS
      Employer
              Identification
      No.)777 Old Saw Mill River
      Road, Tarrytown, New York
            
            10591(Address
      of principal executive offices)
            
            (Zip
      Code)Registrant’s telephone number,
      including area code(914)
      789-2800




Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (seeGeneral
Instruction A.2. below):






oWritten communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)




oSoliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)




oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))




oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))














Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.





On
December 8, 2008, Progenics Pharmaceuticals, Inc. (Nasdaq: PGNX) received a
Nasdaq Staff Deficiency Letter indicating that it fails to comply with Nasdaq’s
audit committee requirements. As a result of Mr. Paul F. Jacobson’s
previously-announced resignation from the Company’s Board of Directors, the
Company’s Audit Committee currently has only two members, both of whom are
independent directors. Nasdaq Marketplace Rule 4350 requires a Nasdaq listed
company to have an audit committee with at least three members, all of whom must
be independent.





The
Company intends to regain compliance with this requirement within the cure
period provided by Nasdaq rules, and has begun the process of seeking a
qualified candidate to serve on its Audit Committee.





During
this period, the Company’s common stock will continue to trade on Nasdaq subject
to continued compliance with other listing requirements.





Nasdaq
Marketplace Rule 4350(d)(4) provides a cure period for restoring compliance with
the audit committee requirements. In the Company’s case, the period extends
until the Company’s next annual shareholders’ meeting, which is expected to be
held in June 2009.  If the Company were not to name a new independent
Audit Committee member in this timeframe, Nasdaq could begin proceedings to
delist its shares.





In
accordance with Nasdaq Marketplace Rule 4803(a), the Company has issued a public
announcement concerning the foregoing, a copy of which is attached hereto as
Exhibit 99.1, and the information contained therein is incorporated by reference
into this Item 3.01 of this Current Report on Form 8-K.




Item
9.01   Financial Statements and Exhibits.




(d)
Exhibits





Exhibit
No.     Description




99.1
            Press
      Release dated December 11, 2008.







SIGNATURES






Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.






PROGENICS
PHARMACEUTICALS, INC.


By:/s/ ROBERT A.
MCKINNEY


Robert A.
McKinney


Chief
Financial Officer, Senior Vice President,


Finance & Operations and
Treasurer








Date:December 11, 2008