Statement of Changes of Beneficial Ownership


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PRENTKI RONALD J
2. Issuer Name and Ticker or Trading Symbol

PROGENICS PHARMACEUTICALS INC [ PGNX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President
(Last)          (First)          (Middle)

PRENTKI, RONALD J., 32 EASTON ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

5/7/2004
(Street)

WESTPORT, CT 06880
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0013 per share ("Common Stock")   5/5/2004     M    4000   A $9.25   0   (1) D    
Common Stock   5/5/2004     S    1000   D $19.40   0   (1) D    
Common Stock   5/5/2004     S    2000   D $19.55   0   (1) D    
Common Stock   5/5/2004     S    1000   D $19.60   0   (1) D    
Common Stock   5/6/2004     M    3000   A $9.25   0   (1) D    
Common Stock   5/6/2004     S    1000   D $19.40   0   (1) D    
Common Stock   5/6/2004     S    1000   D $19.60   0   (1) D    
Common Stock   5/6/2004     S    1000   D $19.725   16634   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $9.25   5/5/2004           4000      (1) 10/7/2008   Common Stock   4000   $1.00   0   (1) D    
Stock Option (Right to Buy)   $9.25   5/4/2004           3000      (1) 10/7/2008   Common Stock   3000   $1.00   129800   (1) D    

Explanation of Responses:
( 1)  On October 8, 1998, the Reporting Person received from the Issuer, pursuant to the Issuer's 1996 Stock Option Plan, options to acquire 190,000 shares of Common Stock of the Issuer. The Stock Option became exercisable in equal installments over 5 years on each October 7th, with the last portion becoming exercisable on October 7, 2003. The Reporting Person previously exercised 53,200 options under this Grant. The Reporting Person is exercising additional options under this Grant 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 inaccordance with the policies and procedures of the Issuer approved by its Board of Directors.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PRENTKI RONALD J
PRENTKI, RONALD J.
32 EASTON ROAD
WESTPORT, CT 06880
X
President

Signatures
Ronald J. Prentki 5/7/2004
** 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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