8-K

                       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 1934




Date of Report:  December 19, 1996



                        INTERNEURON PHARMACEUTICALS, INC.
                        ---------------------------------
               (Exact name of registrant as specified in charter)


                                    DELAWARE
                                    --------
                 (State of other jurisdiction of incorporation)


          0-18728                                         043047911
          -------                                         ---------
(Commission File Number)                       (IRS Employer Identification No.)


One Ledgemont Center, 99 Hayden Avenue, Lexington, Massachusetts        02173
- ----------------------------------------------------------------        -----
 (Address of principal executive offices)                             (Zip Code)


Registrant's telephone no. including area code:  (617) 861-8444





Item 5.       Other Events
              ------------

         In December 1996, Intercardia, Inc., a majority-owned subsidiary of the
Registrant   ("Intercardia"),   CPEC,  Inc.,  a  majority-owned   subsidiary  of
Intercardia  ("CPEC")  and  Knoll  A.G.  ("Knoll"),  entered  into an  agreement
relating  to  the  development  and  commercialization  of  bucindolol  for  the
treatment of congestive  heart failure  outside the United States and Japan (the
"Foreign  Territory").  The agreement requires Knoll to make certain payments to
CPEC,  including $2 million upon  execution of the  agreement  and $1 million in
January 1997, as well as future payments  contingent  upon achieving  regulatory
and  net  sales  related  milestones.  Knoll  and  Intercardia  will  share  the
development and marketing costs of bucindolol in the Foreign  Territory and CPEC
will be entitled to 40% of net profits (and  responsible  for 40% of net losses)
of the product in the Foreign  Territory.  Knoll has the right to terminate this
agreement at any time prior to  termination of the BEST Study and within 60 days
after the BEST  Study's  primary  end-point  results are  reported in writing to
Knoll.  Reference  is made to the related  press  release  filed as Exhibit 20.1
hereto, which is incorporated by reference herein.

         In December 1996,  Progenitor,  Inc.  ("Progenitor"),  a majority-owned
subsidiary of the Registrant,  entered into a license agreement with Amgen, Inc.
("Amgen")  granting  Amgen  certain  exclusive  rights for the  development  and
commercialization of products using Progenitor's leptin receptor technology. The
agreement  provides for payment of a $500,000  licensing fee to Progenitor  upon
execution  of the  agreement,  for  Amgen  to  purchase  up to $5.5  million  of
Progenitor  Common Stock in the event of a Progenitor  initial  public  offering
meeting  specified  conditions  and for  development  and  regulatory  milestone
payments to Progenitor,  plus potential royalties on product sales. Reference is
made to the  related  press  release  filed as  Exhibit  20.2  hereto,  which is
incorporated by reference herein.


Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits
              ------------------------------------------------------------------
         (c)      Exhibits

                  20.1     Press Release dated December 19, 1996
                  20.2     Press Release dated January 6, 1997





                                       -2-




                                   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.

                        INTERNEURON PHARMACEUTICALS INC.



                                       By: /s/Glenn L. Cooper
                                           --------------------------------
                                           Glenn L. Cooper, M.D.
                                           President and Chief Executive Officer

Dated:  January  6, 1997

EX-99.20.1

Exhibit 20.1


Contact:
Intercardia:
W. Bennett Love
1-919-558-1907

Knoll AG:
Monika Enzenbach
49-621-589-2319

For Immediate Release:

    Intercardia and Knoll Announce Agreement for International
               Development of Heart Failure Drug

         Research  Triangle Park,  N.C., USA,  December 19, 1996 -- Intercardia,
Inc.,  (Nasdaq:ITRC)  and  BASF  Pharma/Knoll,  AG  of  Ludwigshafen,   Germany,
announced  today the execution of a binding  Agreement for the  development  and
commercialization  of bucindolol  for the treatment of congestive  heart failure
(CHF) for areas  outside the United States and Japan.  The Agreement  sets forth
the basic terms and conditions upon which Intercardia, CPEC, Inc. and Knoll have
completed  a  definitive  License  Agreement.  CPEC,  which  owns the  rights to
bucindolol, is an 80% owned subsidiary of Intercardia.

         Under the terms of the Agreement, Intercardia/CPEC and Knoll will share
development  expenses  and  operating  profits  for  the   commercialization  of
bucindolol  worldwide  outside  of the  United  States,  Puerto  Rico and Japan.
Additionally,  Knoll will make  initial  payments  of $3  million  and will make
future  payments of up to $20 million upon the  achievement of product  approval
and sales milestones.

         Bucindolol is a non-selective beta-blocker with vasodilating properties
in Phase III clinical development for the treatment of congestive heart failure.
In  Phase  II  clinical  trials,   bucindolol  produced   improvements  in  left
ventricular  function  and in the  signs  and  symptoms  of CHF.  Bucindolol  is
currently  being  evaluated in the  Beta-blocker  Evaluation  of Survival  Trial
(BEST), a NIH/VA sponsored Phase III mortality study initiated in June 1995. The
BEST study has now enrolled  approximately 1,389 CHF patients.  Intercardia/CPEC
has an agreement for the development and  commercialization of bucindolol in the
United States with Astra Merck, Inc.

         Congestive   heart   failure  is  a   condition   in  which  the  heart
progressively  loses the ability to pump sufficient  quantities of blood to meet
the metabolic needs of the body. It





                                       -1-





is  estimated  that 4.5 million  people in Europe and 3.5 million  people in the
United States are afflicted.  CHF is the most common reason for  hospitalization
in patients over the age of 65 in the U.S. and Europe.

         "We are pleased to enter into this  collaboration  with Knoll,"  stated
Clayton I. Duncan,  President and CEO of Intercardia and CPEC. "Knoll has a long
and  distinguished  history in developing  cardiovascular  drugs and is a market
leader in Europe, especially with Isoptin(R) (verapamil).  They are committed to
continuing  this  successful  route into the future as  evidenced  by the recent
launch  of  the  fixed   combination   of  verapamil   and  the  ACE   inhibitor
trandolapril."

         "The  collaboration  with  Intercardia  gives  us  access  to a new and
innovative  treatment of the  cardiovascular  disease congestive heart failure,"
states Dr. Dirk Wuppermann,  Member of the Board of Directors at Knoll AG. "With
the  beta-blocker  bucindolol  we are able to complement  our existing  products
portfolio  for  cardiology  with  Isoptin(R)   (verapamil),   Gopten(R)/Mavik(R)
(trandolapril)  and  Tarka(R)   (verapamil  +  trandolapril)  for  hypertension.
Furthermore, with this product we will be among the first entering this new area
of  non-selective,   vasodilating  beta-blocker  therapy  for  congestive  heart
failure. The cooperation  concerning bucindolol underlines Knoll's dedication to
the cardiovascular area and its future commitment in this indication."

         Intercardia,     a    majority-owned    subsidiary    of    Interneuron
Pharmaceuticals,  Inc.  (Nasdaq:IPIC),  focuses  on  late  stage  discovery  and
development of therapeutics  for the treatment of  cardiovascular  and pulmonary
disease.  The  Company's  strategy  is to develop  and add value to  in-licensed
products and sponsored  research programs and to enter into  collaborations  and
licensing  agreements  with  corporate  partners for final product  development,
manufacturing and marketing.

         BASF Pharma researches,  develops,  manufactures and markets drugs. The
main  research  areas consist of  cardiovascular  disease,  the central  nervous
system,  oncology/immunology  and  metabolism  including  antiobesity.  Top BASF
Pharma  sellers  include  the  calcium  channel  blocker  verapamil  (trade name
Isoptin(R)) and the thyroid drug  Synthroid(R)  which is sold exclusively in the
USA and Canada.  Promising future products include sibutramine,  a drug to treat
obesity  and  diseases   associated   with  being   overweight,   Tarka(R),   an
antihypertensive  drug  and MAK  195F,  a  monoclonal  anti-  TNF  antibody  for
treatment of septic shock. The last of BASF Pharma's four top priority  projects
is ancrod, a drug for ischemic stroke.

         Interneuron Pharmaceuticals is a diversified  biopharmaceutical company
engaged in the development and  commercialization of a portfolio of products and
product  candidates   primarily  for  neurological  and  behavioral   disorders.
Interneuron's lead products include:  Redux(TM) for obesity,  currently marketed
by American Home Products and co-promoted by Interneuron; citicoline for stroke,
in Phase 3 clinical trials;





                                       -2-





and bucindolol for congestive heart failure,  in Phase 3 clinical trials through
Intercardia.  Interneuron's other subsidiaries include: Progenitor, Inc. focused
on gene discovery through developmental biology,  Transcell  Technologies,  Inc.
focused on carbohydrate- based drug discovery, and InterNutria,  Inc. focused on
dietary supplement products.

         The statements in this press release that are not purely  statements of
historical fact are forward-looking  statements that are subject to factors that
could cause the actual results to differ  materially from those  projected.  For
more detail regarding these factors, see Intercardia's SEC filings.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof.  The company  assumes no  obligation to update
the information in this release.



                                       -3-

EX-99.20.2

Exhibit 20.2

CONTACTS:

For Amgen Media Inquiries:                       For Progenitor:
- --------------------------                       ---------------
David Kaye                                       Douglass B. Given, M.D., Ph.D.
Assoc. Director of Corp. Communications          President and Chief Executive
Amgen, Inc.                                          Officer
Tel: (805) 447-6692                              Progenitor, Inc.
                                                 Tel: (614) 488-6688

For Amgen Investor Relations:                    For Interneuron:
- -----------------------------                    ----------------
Ron Renaud                                       William B. Boni
Assoc. Manager, Investor Relations               Vice President, Corp.
Communications

FOR IMMEDIATE RELEASE

               AMGEN AND PROGENITOR SIGN LEPTIN RECEPTOR AGREEMENT

Thousand Oaks, CA and Columbus, OH January 6, 1997 -- Amgen Inc. (NASDAQ:  AMGN)
and   Progenitor,    Inc.,   a   majority-owned    subsidiary   of   Interneuron
Pharmaceuticals,  Inc.  (NASDAQ:  IPIC),  announced today that they have entered
into a  license  agreement  granting  Amgen  certain  exclusive  rights  for the
development and commercialization of products using Progenitor's leptin receptor
technology.

The agreement  provides for payment of a $500,000  licensing fee to  Progenitor,
and also for Amgen to purchase  $5.5 million of  Progenitor  Common Stock in the
event of a Progenitor public offering.  In addition,  the agreement provides for
development and regulatory  milestone payments to Progenitor,  which could total
$22 million with the  successful  development  and  worldwide  launch of a first
product,  plus potential  royalties on product sales.  Additional  milestone and
royalty  payments  could be made to Progenitor  related to the  development  and
commercialization of a subsequent product.

Under the terms of the agreement,  Amgen gains an exclusive worldwide license to
develop and  commercialize  Progenitor's  leptin  receptor  technology for human
therapeutic,  diagnostic and prophylactic  uses.  Progenitor  retains  exclusive
rights to the leptin  receptor  technology for ex vivo ligand  screening,  small
molecule  screening and cell sorting.  Progenitor also retains  exclusive rights
for all human uses of leptin  receptor  DNA  anti-sense  molecules,  and in vivo
human  uses  of  leptin   receptor-specific   antibodies,   plus  certain  other
co-exclusive rights to the licensed leptin receptor technology.

                                    - MORE -






                                      - 2 -


"This agreement confirms Amgen's commitment to develop effective  treatments for
severe  obesity,  based  on a  thorough  understanding  of its  biology.  We are
extremely  pleased to have the  opportunity to explore the potential role of the
leptin  receptor  in the  treatment  of  this  disease,  and we are  happy  that
Progenitor has selected Amgen to be its licensee,"  said Gordon Binder,  Amgen's
chairman and chief executive officer.

"We are pleased to have Amgen's  commitment to the evaluation and development of
the therapeutic  potential of our leptin receptor  technology,  a lead discovery
from our  developmental  biology  approach  to  functional  genomics,"  remarked
Douglass B. Given, MD, PhD, president and chief executive officer of Progenitor.
"Amgen enjoys  unparalleled  success in  development  and  commercialization  of
recombinant proteins, and has taken a leadership role in leptin research. We see
this  agreement  with  Amgen as the ideal  vehicle  for  development  of initial
pharmaceutical  applications  of  this  important  genomics  achievement,  as we
explore  additional product  development  opportunities in our retained fields,"
Dr. Given added.

Leptin is a  naturally-occurring  hormone  produced by fat cells.  It is thought
that leptin helps  control the amount of body fat,  and overall body weight,  by
regulating  appetite and metabolism.  In May 1996, Amgen began the initial human
clinical trial of leptin to evaluate the safety and  tolerability of the hormone
across a variety of weight categories.

Recently,  Progenitor  scientists,  led  by  H.  Ralph  Snodgrass,  Ph.D.,  vice
president, research and chief scientific officer, reported additional effects of
leptin,  including  receptor-mediated roles for leptin in the formation of blood
and immune  cells from bone marrow.  Their data  suggest  that leptin  receptors
potentially may be used to sort immature blood cells and create  sub-populations
of cells with desired characteristics for therapeutic applications.

Amgen is a global biotechnology company that discovers,  develops,  manufactures
and markets  human  therapeutics  based on advances  in cellular  and  molecular
biology.

Progenitor  is  a  functional   genomics   company  engaged  in  the  discovery,
characterization  and validation of novel genes,  receptors and related proteins
as  therapeutic  leads and  targets for the  treatment  of major  diseases.  The
company's  functional  genomics  approach  combines  expertise in  developmental
biology with molecular biology  techniques and  bioinformatics to accelerate the
discovery process.

Interneuron  Pharmaceuticals is a diversified  biopharmaceutical company engaged
in the development and  commercialization of a portfolio of products and product
candidates

                                    - MORE -





                                       -3-

primarily for neurological and behavioral disorders. Interneuron's lead products
include: Redux(TM) for obesity, currently marketed by American Home Products and
co-promoted by Interneuron;  citicoline for stroke,  in Phase 3 clinical trials;
and bucindolol for congestive heart failure,  in Phase 3 clinical trials through
Intercardia,  an  Interneuron  subsidiary  focused  on  cardiovascular  disease.
Interneuron's other subsidiaries include Transcell  Technologies,  Inc., focused
on carbohydrate- based drug discovery; and InterNutria, Inc., focused on dietary
supplement products.

Except for the  descriptions  of historical  facts contained  herein,  this news
release contains forward-looking statements that involve risks and uncertainties
as detailed from time to time in Amgen's and in Interneuron's  SEC filings under
the Securities Act of 1933 and the  Securities  Exchange Act of 1934,  including
the early stage of development of Progenitor's  technology;  need for additional
funds; patent,  regulatory,  and competitive risks; dependence on third parties;
product liability; and other risks.

                                       ###