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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended June 30, 1996
                                       or
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                        Commission File Number:  0-27118

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

     DELAWARE                           33-0557266                     
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(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

     101 COLLEGE ROAD EAST, PRINCETON, NEW JERSEY                     08540     
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(Address of principal executive offices)                           (Zip code)

                                 (609) 452-3600                                 
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              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE                                 
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(Former name, former address and former fiscal year, if changed since last 
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days -- Yes  X   
                        ---

           CLASS                          OUTSTANDING AT JUNE 30, 1996 
----------------------------------        ----------------------------
Common Stock, $.0001 par value                       10,965,143 

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                               PHARMACOPEIA, INC.
                                   FORM 10-Q/A
                                TABLE OF CONTENTS


  
 ITEM                                                          PAGE 
 ----                                                          ----

 PART II.  OTHER INFORMATION 
 
 Item 6.   Exhibits and Reports on Form 8-K                     3 

 SIGNATURE                                                      4 
 
 INDEX TO EXHIBITS                                              5 



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                                     PART II

                                OTHER INFORMATION

    ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

    3.1*         Restated Certificate of Incorporation of the Company. 
    3.3*         Bylaws of the Company. 
    4.3*         Stockholders Rights Agreement, dated February 15, 1995. 
   10.1*         Series A and Series B Preferred Stock Purchase 
                 Agreement, dated July 21, 1993. 
   10.2*         Series B Preferred Stock Purchase Agreement, dated 
                 March 11, 1994. 
   10.3*         Series C Preferred Stock Purchase Agreement, dated 
                 December 22, 1994. 
   10.4*         Series D Preferred Stock Purchase Agreement, dated 
                 February 15, 1995. 
   10.5**        Amended 1994 Incentive Stock Plan. 
   10.6*         1995 Employee Stock Purchase Plan. 
   10.7*         1995 Director Option Plan. 
   10.8*         Library Collection Agreement, dated as of October 1, 
                 1995, between Pharmacopeia and Sandoz Pharma Ltd. 
   10.9*         Research, License, and Royalty Agreement, dated as of 
                 February 15, 1995, between Pharmacopeia and Berlex 
                 Laboratories, Inc. 
   10.10*        License Agreement, dated as of October 6, 1995, among 
                 Pharmacopeia, the Trustees of Columbia University in 
                 the City of New York and Cold Spring Harbor Laboratory. 
   10.11*        Collaboration Agreement, dated as of December 22, 
                 1994, between Pharmacopeia and Schering Corporation
                 and Schering-Plough, Ltd. 
   10.12*        Random Library Agreement, dated as of December 22, 
                 1994, between Pharmacopeia and Schering Corporation
                 and Schering-Plough, Ltd. 
   10.13*        Lease Agreement between Pharmacopeia and Eastpart at 
                 8A. 
   10.13(a)**    Amendment dated January 22, 1996 to Lease Agreement
                 between Pharmacopeia and Eastpart at 8A 
   10.13(b)****  Third Amendment to Lease Agreement dated March 31, 
                 1996 between Pharmacopeia and Eastpart at 8A. 
   10.14*        Sublease, dated as of December 7, 1994, between 
                 Pharmacopeia and Enichem Americas, Inc. 
   10.15*        Lease, dated as of May 2, 1994, between Pharmacopeia 
                 and College Road Associates Limited, as amended. 
   10.15(a)**    Lease, dated as of December 1, 1995, between 
                 Pharmacopeia and College Road Associates Limited, as 
                 amended. 
   10.15(b)****  Third Execution and Modification of Lease dated June 
                 7th, 1996, between Pharmacopeia and College Road 
                 Associates Limited. 
   10.16*        Sublease Agreement, dated as of October 29, 1993, 
                 between Pharmacopeia and Cytogen Corporation. 
   10.17*        Employment Agreement, dated October 4, 1994, between 
                 the Company and Lewis J. Shuster. 
   10.18*        Employment Agreement, dated January 18, 1994,
                 between the Company and Joseph A. Mollica, Ph.D. 
   10.19*        Employment Agreement, dated May 18, 1993, between the 
                 Company and John C. Chabala, Ph.D. 
   10.20*        Employment Agreement, dated June 3, 1993, between the 
                 Company and John J. Baldwin, Ph.D. 
   10.21*        Employment Agreement, dated December 2, 1993,
                 between the Company and Nolan H. Sigal, M.D., Ph.D. 
   10.22*        Consulting Agreement, dated April 30, 1993, between
                 the Company and W. Clark Still, Ph.D. 
   10.23*        Warrant to purchase Common Stock issued to Columbia 
                 University. 
   10.24*        Warrant to purchase Common Stock issued to Cold
                 Spring Harbor Laboratory. 
   10.25**       Collaboration Agreement effective as of December 31, 
                 1995 between Pharmacopeia and Bayer 
   10.26**       Random Library Agreement effective as of December 31, 
                 1995 between Pharmacopeia and Bayer 
   10.29**       Employment Agreement, dated January 24, 1996,
                 between the Company and Nancy M. Gray, Ph.D. 
   10.30***      Collaborative Agreement dated as of March 29, 1996 
                 with Daiichi Pharmaceutical Co., Ltd. 
   10.31+        Research Agreement between Pharmacopeia, Inc. and N.V. 
                 Organon dated May 31, 1996. 
   11.1*         Statement re Computation of Per Share Earnings. 
   27.1****      Financial Data Statement 
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*    Incorporated by reference to the same numbered exhibit filed with the
     Company's Registration Statement on Form S-1 No. 33-93460.
**   Incorporated by reference to the same numbered exhibit filed with the
     Company's Form 10-K for the year ended December 31, 1995.
***  Incorporated by reference to the same numbered exhibit filed with the
     Company's Form 10-Q for the quarter ended March 31, 1996.
**** Incorporated by reference to the same numbered exhibit filed with the
     Company's Form 10-Q for the quarter ended June 30, 1996.
+    Confidential treatment requested.

     (b)  Reports on Form 8-K
          None


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                                   SIGNATURES


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


                                   PHARMACOPEIA, INC.


                                   By: /s/ Lewis J. Shuster
                                      -------------------------------------
                                        Lewis J. Shuster
                                        Chief Financial Officer
                                        (Principal Accounting Officer)

                                   Date: March 11, 1997



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                               PHARMACOPEIA, INC.
                               INDEX TO EXHIBITS



EXHIBIT NUMBER                   EXHIBIT NAME                  PAGE 
--------------   --------------------------------------------  ----
    10.31+       Research Agreement between Pharmacopeia, 
                 Inc. and N.V. Organon dated May 31, 1996. 


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+    Confidential treatment granted.



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