Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MADDON PAUL 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)
CEO & CSO
(Last)
(First)
(Middle)

MADDON, PAUL J., 777 OLD SAW MILL RIVER ROAD
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


TARRYTOWN, NY 10591
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, par value $.0013 per share 10/22/2004   S4 24,704 D $ 14.59 (1) 541,402 D  
Common Stock, par value $.0013 per share             1,000 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to buy) $ 18.86 (2) (3) 01/01/2004   A4 1,707   04/01/2004 07/01/2004 Common Stock
1,707
$ 0 0
D
 
Employee Stock Options (Right to buy) $ 19.04 (2) (3) 04/01/2004   A4 1,690   07/01/2004 10/01/2004 Common Stock
1,690
$ 0 0
D
 
Employee Stock Options (Right to buy) $ 16.85 (2) 07/01/2004   A4 1,910   10/01/2004 01/01/2005 Common Stock
1,910
$ 0 1,910
D
 
Employee Stock Options (Right to buy) $ 14.65 (2) 10/01/2004   A4 2,197   01/01/2005 04/01/2005 Common Stock
2,197
$ 0 2,197
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MADDON PAUL J
MADDON, PAUL J.
777 OLD SAW MILL RIVER ROAD
TARRYTOWN, NY 10591
  X     CEO & CSO  

Signatures

Paul J. Maddon 02/14/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares were transferred to a trust in accordance with the terms of a prenuptial agreement; no further consideration was received. The price of the shares shown is the closing market price on the date of transfer.
(2) The exercise price per share for each option shall be the lesser of this amount or 85% of the fair market value of the Common Stock on the date of exercise.
(3) The exercise of these options was previously reported in 2004.

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