SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ISRAEL ROBERT J

(Last)

(First)

(Middle)

ISRAEL, ROBERT J.

50 OXFORD DRIVE

(Street)

SUFFERN

10921

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGENICS PHARMACEUTICALS INC [ PGNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senor VP, Medical Affairs

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0013 per share ("Common Stock")	05/03/2004		M		3,000	A	$4	0⁽¹⁾	D
Common Stock	05/03/2004		S		1,000	D	$19.25	0⁽¹⁾	D
Common Stock	05/03/2004		S		1,000	D	$19.28	0⁽¹⁾	D
Common Stock	05/03/2004		S		1,000	D	$19.3	0⁽¹⁾	D
Common Stock	05/04/2004		M		3,500	A	$4	0⁽¹⁾	D
Common Stock	05/04/2004		S		1,000	D	$19.4	0⁽¹⁾	D
Common Stock	05/04/2004		S		1,000	D	$19.41	0⁽¹⁾	D
Common Stock	05/04/2004		S		1,500	D	$19.45	8,788⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$4	05/03/2004		M			3,000	⁽¹⁾	⁽¹⁾	Common Stock	3,000	$1	0⁽¹⁾	D
Stock Option (Right to Buy)	$4	05/04/2004		M			3,500	⁽¹⁾	⁽¹⁾	Common Stock	3,500	$1	6,750⁽¹⁾	D

Explanation of Responses:

1. On October 15, 1994, the Reporting Person received from the Issuer, pursuant to Issuer's 1993 Stock Option Plan, options to acquire 56,250 shares of Common Stock of the Issuer. The Stock Option became exercisable in equal installments over 5 years on each October 14th, with the last portion becoming exercisable on October 14, 1999. As of March 1, 2004, the Reporting Person previously exercised all but the remaining 26,250 options, which are due to expire on October 14, 2004. The Reporting Person is exercising the remaining 26,250 options in pre-established increments under and in accordance with the provisions of a previously established Plan of Sale under Rule 10b5-1, which was established pursuant to a program and policy of the Issuer approved by its Board of Directors. Prior to the date of this report, the Reporting Person exercised and sold 13,000 of the remaining 26,250 options.

	Robert J. Israel	05/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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