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  <TITLE>ARIAD PHARMACEUTICALS INC. REGISTRATION STATEMENT</TITLE>
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  <P align="center">As filed with the Securities and Exchange
  Commission on June 22, 2001
  
  <P align="right">REGISTRATION NO. 333-
  
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  <P align="center"><B>SECURITIES AND EXCHANGE COMMISSION<BR>
  WASHINGTON, D.C. 20549</B>
  
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  <P align="center"><B><FONT size=+2>FORM S-8</FONT><BR>
  REGISTRATION STATEMENT<BR>
  under the<BR>
  SECURITIES ACT OF 1933</B>
  
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          <TD width="100%">&nbsp;</TD>
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          <TD align="center" valign="top"><FONT size="+2"><B>ARIAD PHARMACEUTICALS, INC</B></FONT></TD>
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          <TD align="center" valign="top"><FONT size="2"><I>(Exact name of Registrant as specified in its charter)</I></FONT></TD>
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          <TD align="center" valign="top"><FONT size="2"><B>Delaware</B></FONT></TD>
          <TD></TD>
          <TD  align="center" valign="top"><FONT size="2">
  <B>22-3106987</B></FONT></TD>
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          <TD align="center" valign="top"><FONT size="2"><I>(State or other jurisdiction<BR>
  of incorporation or organization)</I></FONT></TD>
          <TD></TD>
          <TD  align="center" valign="top"><FONT size="2"><I>
  (I.R.S. Employer<BR>
  Identification No.)</I></FONT></TD>
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          <TD width="100%">&nbsp;</TD>
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          <TD align="center" valign="top"><FONT size="2"><B>26 Landsdowne Street<BR>
  Cambridge, Massachusetts 02139<BR>
  (617)&nbsp;494-0400</B></FONT></TD>
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          <TD align="center" valign="top"><FONT size="2"><HR size="1"></FONT></TD>
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          <TD align="center" valign="top"><FONT size="2"><I>(Address of Principal Executive Offices)</I></FONT></TD>
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  <P align="center"><B>THE ARIAD PHARMACEUTICALS, INC.<BR>
  2001 STOCK PLAN</B>
  
  <P align="center"><B>Lee C. Steele<BR>
  Senior Vice President and Chief Financial Officer<BR>
  ARIAD Pharmaceuticals, Inc.<BR>
  26 Landsdowne Street<BR>
  Cambridge, Massachusetts 02139-4234<BR>
  (617)&nbsp;494-0400</B><BR>
  <I>(Name, address, including zip code, and telephone number, including area<BR>
  code, of agent for service)</I>
  
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  <P align="center"><B>CALCULATION OF REGISTRATION FEE</B>
  
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          <TD width="3%">&nbsp;</TD>
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          <TD width="1%">&nbsp;</TD>
          <TD width="3%">&nbsp;</TD>
          <TD width="3%">&nbsp;</TD>
          <TD width="6%">&nbsp;</TD>
          <TD width="1%">&nbsp;</TD>
          <TD width="6%">&nbsp;</TD>
          <TD width="3%">&nbsp;</TD>
          <TD width="5%">&nbsp;</TD>
          <TD width="1%">&nbsp;</TD>
          <TD width="5%">&nbsp;</TD>
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          <TD></TD>
          <TD></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>Proposed</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>Proposed</B></FONT></TD>
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          <TD></TD>
          <TD></TD>
          <TD></TD>
          <TD></TD>
          <TD></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>maximum</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>maximum</B></FONT></TD>
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          <TD nowrap align="center"><FONT size="2"><B>Title of</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>Amount to be</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>offering price</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>aggregate</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>Amount of</B></FONT></TD>
  </TR>
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          <TD nowrap align="center"><FONT size="2"><B>securities to be registered</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>registered(1)</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>per share(2)</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>offering price(2)</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>registration fee</B></FONT></TD>
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          <TD><FONT size="2">Common Stock, $.001 par value</FONT></TD>
          <TD></TD>
          <TD></TD>
          <TD align="right"><FONT size="2">1,330,000</FONT></TD>
          <TD></TD>
          <TD></TD>
          <TD align="right"><FONT size="2">$</FONT></TD>
          <TD align="right"><FONT size="2">4.79</FONT></TD>
          <TD></TD>
          <TD></TD>
          <TD align="right"><FONT size="2">$</FONT></TD>
          <TD align="right"><FONT size="2">6,370,700</FONT></TD>
          <TD></TD>
          <TD></TD>
          <TD align="right"><FONT size="2">$</FONT></TD>
          <TD align="right"><FONT size="2">1,593.00</FONT></TD>
          <TD></TD>
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        <TD width="1%" align="left">(1)</TD>
          <TD width="3%">&nbsp;</TD>
          <TD width="96%">The number of shares of common stock, par value $.001 per share (&#147;Common
  Stock&#148;), stated above consists of the aggregate number of shares which
  may be sold upon the exercise of options which may hereafter be granted
  under The ARIAD Pharmaceuticals, Inc. 2001 Stock Plan (the &#147;Plan&#148;). The
  maximum number of shares which may be sold upon the exercise of such
  options granted under the Plan is subject to adjustment in accordance with
  certain anti-dilution and other provisions of the Plan. Accordingly,
  pursuant to Rule&nbsp;416 under the Securities Act of 1933, as amended (the
  &#147;Securities Act&#148;), this Registration Statement covers, in addition to the
  number of shares stated above, an indeterminate number of shares which may
  be subject to grant or otherwise issuable after the operation of any such
  anti-dilution and other provisions.</TD>
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  <TR><TD><TR><TD><TR><TD><TR><TD>
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        <TD width="1%" align="left">(2)</TD>
          <TD width="3%">&nbsp;</TD>
          <TD width="96%">This calculation is made solely for the purpose of determining the
  registration fee pursuant to the provisions of Rule&nbsp;457(h) under the
  Securities Act based on the average of the high and low sale prices per
  share of the Common Stock on the National Market System of the National
  Association of Securities Dealers Automated Quotation System (&#147;Nasdaq&#148;) as
  of a date (June&nbsp;20, 2001) within 5 business days prior to filing this
  Registration Statement. None of the shares being registered hereunder are
  subject to outstanding options.</TD>
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  <!-- TOC -->
  <A name="toc"><DIV align="CENTER"><U><B>TABLE OF CONTENTS</B></U></DIV></A>
  
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  <TR><TD colspan="9"><A HREF="#000">EXPLANATORY NOTE</A></TD></TR>
  <TR><TD colspan="9"><A HREF="#001">PART II</A></TD></TR>
  <TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;3. Incorporation of Certain Documents by Reference.</A></TD></TR>
  <TR><TD></TD><TD colspan="8"><A HREF="#003">Item&nbsp;4. Description of Securities.</A></TD></TR>
  <TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;5. Interests of Named Experts and Counsel.</A></TD></TR>
  <TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;6. Indemnification of Directors and Officers.</A></TD></TR>
  <TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;7. Exemption from Registration Claimed.</A></TD></TR>
  <TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;8. Exhibits.</A></TD></TR>
  <TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;9. Undertakings.</A></TD></TR>
  <TR><TD colspan="9"><A HREF="#009">SIGNATURES</A></TD></TR>
  <TR><TD colspan="9"><A HREF="#010">EXHIBIT INDEX</A></TD></TR>
  <TR><TD colspan="9"><A HREF="b39690apex5-1.htm">Ex-5.1 Opinion of Mintz, Levin, Cohn, Ferris...</A></TD></TR>
  <TR><TD colspan="9"><A HREF="b39690apex23-1.htm">Ex-23.1 Consent of Deloitte & Touche  LLP</A></TD></TR>
  <TR><TD colspan="9"><A HREF="b39690apex99-1.htm">Ex-99.1 ARIAD Pharmaceuticals Inc 2001 Stock Plan</A></TD></TR>
  </TABLE>
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  <H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>
  
  
  <!-- link1 "EXPLANATORY NOTE" -->
  <DIV align="left"><A NAME="000"></A></DIV>
  
  <P align="center"><B>EXPLANATORY NOTE</B>
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with the instructional Note to Part I of Form&nbsp;S-8 as
  promulgated by the Securities and Exchange Commission, the information
  specified by Part I of Form&nbsp;S-8 has been omitted from this Registration
  Statement on Form&nbsp;S-8 for offers of Common Stock pursuant to the Plan.
  
  
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  <!-- link1 "PART II" -->
  <DIV align="left"><A NAME="001"></A></DIV>
  
  <P align="center"><B>PART II</B>
  
  <P align="center"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
  
  <!-- link2 "Item&nbsp;3. Incorporation of Certain Documents by Reference." -->
  <DIV align="left"><A NAME="002"></A></DIV>
  
  <P align="left"><B>Item&nbsp;3. Incorporation of Certain Documents by Reference.</B>
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Registrant with the Commission are
  incorporated herein by reference:
  
  <P>
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          <TD width="10%">&nbsp;</TD>
          <TD width="1%" align="left">(a)</TD>
          <TD width="3%">&nbsp;</TD>
          <TD width="86%">The Registrant&#146;s Annual Report on Form&nbsp;10-K for the fiscal
  year ended December&nbsp;31, 2000;</TD>
  </TR>
  <TR>
          <TD>&nbsp;</TD>
  </TR>
  <TR valign="top">
          <TD width="3%">&nbsp;</TD>
          <TD width="1%" align="left">(b)</TD>
          <TD width="3%">&nbsp;</TD>
          <TD width="93%">The Registrant&#146;s Quarterly Report on Form&nbsp;10-Q for the fiscal
  quarter ended March&nbsp;31, 2001;</TD>
  </TR>
  <TR>
          <TD>&nbsp;</TD>
  </TR>
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          <TD width="3%">&nbsp;</TD>
          <TD width="1%" align="left">(c)</TD>
          <TD width="3%">&nbsp;</TD>
          <TD width="93%">The description of the Common Stock contained in the
  Registrant&#146;s Registration Statement on Form&nbsp;10 (File No.&nbsp;0-21696)
  filed under the Securities Exchange Act of 1934 on June&nbsp;25, 1993,
  including any amendment or report filed for the purpose of updating
  such description.</TD>
  </TR>
  </TABLE>
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents filed by the Registrant after the date
  hereof pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be part hereof from the date of filing
  of such reports and documents.
  
  <!-- link2 "Item&nbsp;4. Description of Securities." -->
  <DIV align="left"><A NAME="003"></A></DIV>
  
  <P align="left"><B>Item&nbsp;4. Description of Securities.</B>
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
  
  <!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel." -->
  <DIV align="left"><A NAME="004"></A></DIV>
  
  <P align="left"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the issuance of the shares of Common Stock registered
  under this Registration Statement has been passed upon for the Registrant by
  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts.
  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and members of that firm
  own an aggregate of approximately 2,800 shares of Common Stock of the
  Registrant.
  
  <!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers." -->
  <DIV align="left"><A NAME="005"></A></DIV>
  
  <P align="left"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(a) of the General Corporation Law of the State of Delaware
  provides that a Delaware corporation may indemnify any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative (other than an action by or in the right of the corporation)
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation or enterprise,
  against expenses, judgments, fines and amounts paid in settlement actually and
  reasonably incurred by him in connection with such action, suit or proceeding
  if he acted in good faith and in a manner he reasonably believed to be in or
  not opposed to the best interests of the corporation, and, with respect to any
  criminal action or proceeding, had no cause to believe his conduct was
  unlawful.
  
  
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  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(b) provides that a Delaware corporation may indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that such
  person acted in any of the capacities set forth above, against expenses
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted under similar standards, except
  that no indemnification may be made in respect of any claim, issue or matter as
  to which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the court in which such action or suit was
  brought shall determine that despite the adjudication of liability, such person
  is fairly and reasonably entitled to be indemnified for such expenses which the
  court shall
  deem proper.
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 further provides that to the extent a director or officer of a
  corporation has been successful in the defense of any action, suit or
  proceeding referred to in subsections (a)&nbsp;and (b)&nbsp;or in the defense of any
  claim, issue or matter therein, he shall be indemnified against expenses
  actually and reasonably incurred by him in connection therewith; that
  indemnification provided for by Section&nbsp;145 shall not be deemed exclusive of
  any other rights to which the indemnified party may be entitled; and that the
  corporation may purchase and maintain insurance on behalf of a director or
  officer of the corporation against any liability asserted against him or
  incurred by him in any such capacity or arising out of his status as such
  whether or not the corporation would have the power to indemnify him against
  such liabilities under such Section&nbsp;145.
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Certificate of
  Incorporation, as amended, and By-laws, as amended, of the Company
  provide for indemnification of the Company&#146;s directors and officers to the
  fullest extent permitted by law. The By-laws also permit the Board of Directors
  to authorize the Company to purchase and maintain insurance against any
  liability asserted against any director, officer, employee or agent of the
  Company arising out of his capacity as such. Insofar as indemnification for
  liabilities under the Securities Act may be permitted to directors, officers,
  or controlling persons of the Company pursuant to the Company&#146;s Certificate of
  Incorporation, as amended, its By-laws and the Delaware General Corporation
  Law, the Company has been informed that in the opinion of the Commission such
  indemnification is against public policy as expressed in such Act and is
  therefore unenforceable.
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by the Delaware General Corporation Law, the Company&#146;s
  Certificate of Incorporation, as amended, provides that directors of the
  Company shall not be personally liable to the Company or its stockholders for
  monetary damages for breach of fiduciary duty as a director, except for
  liability (i)&nbsp;for any breach of the director&#146;s duty of loyalty to the Company
  or its stockholders, (ii)&nbsp;for acts or omissions not in good faith or which
  involve intentional misconduct or a knowing violation of law, (iii)&nbsp;under
  Section&nbsp;174 of the Delaware General Corporation Law, relating to prohibited
  dividends or distributions or the repurchase or redemption of stock or (iv)&nbsp;for
  any transaction from which the director derives an improper personal benefit.
  As a result of this provision, the Company and its stockholders may be unable
  to obtain monetary damages from a director for breach of his or her duty of
  care.
  
  <!-- link2 "Item&nbsp;7. Exemption from Registration Claimed." -->
  <DIV align="left"><A NAME="006"></A></DIV>
  
  <P align="left"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
  
  
  <P align="center">II-2
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  <!-- link2 "Item&nbsp;8. Exhibits." -->
  <DIV align="left"><A NAME="007"></A></DIV>
  
  <P align="left"><B>Item&nbsp;8. Exhibits.</B>
  
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          <TD width="5%">&nbsp;</TD>
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          <TD nowrap align="center"><FONT size="2"><B>Exhibit</B></FONT></TD>
  </TR>
  <TR valign="bottom">
          <TD nowrap align="center"><FONT size="2"><B>Number</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>Description</B></FONT></TD>
  </TR>
  <TR valign="bottom">
          <TD nowrap align="center"><HR size="1"></TD>
          <TD></TD>
          <TD colspan="3"><HR size="1"></TD>
  </TR>
  
  <TR valign="top">
          <TD><FONT size="2">3.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Certificate of Incorporation of the Company, as amended.
  (Filed as Exhibit&nbsp;3.1 to the Registrant&#146;s Registration Statement on
  Form&nbsp;10 filed with the Securities and Exchange Commission on June
  25, 1993 and incorporated herein by reference).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">3.2</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Restated By-laws of the Company, as amended. (Filed as
  Exhibit&nbsp;4.2 to the Registrant&#146;s Registration Statement on Form&nbsp;S-3,
  file number 333-38664, filed with the Securities and Exchange
  Commission on June&nbsp;6, 2000 and incorporated herein by reference).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">3.3</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Amendment of Certificate of Incorporation of the Company,
  dated April&nbsp;8, 1994. (Filed as Exhibit&nbsp;3.3 to the Registrant&#146;s
  Annual Report on Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
  1993 filed with the Securities and Exchange Commission on April&nbsp;15,
  1994 and incorporated herein by reference).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">3.4</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Amendment of Certificate of Incorporation of the Company,
  dated October&nbsp;4, 1994. (Filed as Exhibit&nbsp;3.4 to the Registrant&#146;s
  Annual Report on Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
  1994 filed with the Securities and Exchange Commission on March&nbsp;30,
  1995 and incorporated herein by reference).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">4.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Rights Agreement, dated as of June&nbsp;8, 2000, between the
  Company and State Street Bank and Trust Company, which includes the
  Form of Certificate of Designations in respect of the Series&nbsp;A
  Preferred Stock, as Exhibit&nbsp;A, the Form of Right Certificate as
  Exhibit&nbsp;B and the Summary of Rights to Purchase Series&nbsp;A Preferred
  Stock as Exhibit&nbsp;C. (Previously filed and incorporated by
  reference to Form&nbsp;8-A of the Company filed with the Securities and
  Exchange Commission on June&nbsp;19, 2000).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">4.2</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Form of Common Stock Certificate (Previously filed and
  incorporated by reference to Registration Statement on Form&nbsp;10 of
  the Company filed with the Securities and Exchange Commission on
  June&nbsp;25, 1993).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">5.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
  P.C., as to the legality of the shares being registered.</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">23.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Consent of Deloitte &#38; Touche LLP</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">23.2</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
  P.C. (filed with Exhibit&nbsp;5.1)</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">24.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Power of Attorney (included on signature page)</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">99.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>ARIAD Pharmaceuticals, Inc. 2001 Stock Plan</FONT></TD>
  </TR>
  </TABLE>
  </CENTER>
  <P align="center">II-3
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>
  
  <!-- link2 "Item&nbsp;9. Undertakings." -->
  <DIV align="left"><A NAME="008"></A></DIV>
  
  <P align="left"><B>Item&nbsp;9. Undertakings.</B>
  
  <P>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
  <TR valign="top">
          <TD width="1%" align="left">(a)</TD>
          <TD width="2%">&nbsp;</TD>
          <TD width="96%">The undersigned Registrant hereby undertakes:</TD>
  </TR>
  </TABLE>
  <P>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
  <TR valign="top">
          <TD width="3%">&nbsp;</TD>
          <TD width="97%" align="left">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:</TD>
  </TR>
  </TABLE>
  <P>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
  <TR>
          <TD width="8%"></TD>
          <TD width="92%"></TD>
  </TR>
  <TR valign="top">
          <TD>&nbsp;</TD>
          <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of
  the Securities Act of 1933;</TD>
  </TR>
  </TABLE>
  <P>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
  <TR>
          <TD width="8%"></TD>
          <TD width="92%"></TD>
  </TR>
  <TR valign="top">
          <TD>&nbsp;</TD>
          <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising
  after the effective date of the Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in
  the aggregate, represents a fundamental change in the information
  set forth in the Registration Statement. Notwithstanding the
  foregoing, any increase or decrease in volume of securities offered
  (if the total dollar value of securities offered would not exceed
  that which was registered) and any deviation from the low or high
  end of the estimated maximum offering range may be reflected in the
  form of prospectus filed with the Commission pursuant to Rule
  424(b) (Section&nbsp;230.424(b) of this chapter) if, in the aggregate,
  the changes in volume and price represent no more than a 20% change
  in the maximum aggregate offering price set forth in the
  &#147;Calculation of Registration Fee&#148; table in the effective
  Registration Statement;</TD>
  </TR>
  </TABLE>
  <P>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
  <TR>
          <TD width="8%"></TD>
          <TD width="92%"></TD>
  </TR>
  <TR valign="top">
          <TD>&nbsp;</TD>
          <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the
  plan of distribution not previously disclosed in the Registration
  Statement or any material change to such information in the
  Registration Statement;</TD>
  </TR>
  </TABLE>
  <P>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
  <TR>
          <TD width="5%"></TD>
          <TD width="95%"></TD>
  </TR>
  <TR valign="top">
          <TD>&nbsp;</TD>
          <TD><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by
  the Registrant pursuant to Section&nbsp;13 or Section&nbsp;15(d) of the Securities
  Exchange Act of 1934 that are incorporated by reference in this
  Registration Statement.</TD>
  </TR>
  </TABLE>
  <P>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
  <TR valign="top">
          <TD width="3%">&nbsp;</TD>
          <TD width="97%" align="left">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be
  deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall
  be deemed to be the initial bona fide offering thereof.</TD>
  </TR>
  <TR>
          <TD>&nbsp;</TD>
  </TR>
  <TR valign="top">
          <TD width="3%">&nbsp;</TD>
          <TD width="97%" align="left">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.</TD>
  </TR>
  </TABLE>
  <P>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
  <TR valign="top">
          <TD width="1%" align="left">(b)</TD>
          <TD width="2%">&nbsp;</TD>
          <TD width="96%">The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of
  the Registrant&#146;s annual report pursuant to Section&nbsp;13(a) or Section&nbsp;15(d)
  of the Securities Exchange Act of 1934 that is incorporated by reference
  in this Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of
  such securities at that time shall be deemed to be the initial bona fide
  offering thereof.</TD>
  </TR>
  </TABLE>
  <P align="center">II-4
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>
  
  
  
  
  <P>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
  <TR valign="top">
          <TD width="1%" align="left">(c)</TD>
          <TD width="2%">&nbsp;</TD>
          <TD width="96%">Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or
  otherwise, the Registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable. In the
  event that a claim for indemnification against such liabilities (other
  than the payment by the Registrant of expenses incurred or paid by a
  director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities
  being registered, the Registrant will, unless in the opinion of its
  counsel the matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.</TD>
  </TR>
  </TABLE>
  <P align="center">II-5
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>
  
  
  
  
  <!-- link1 "SIGNATURES" -->
  <DIV align="left"><A NAME="009"></A></DIV>
  
  <P align="center"><B>SIGNATURES</B>
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The Registrant.</I>&nbsp;Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form&nbsp;S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in Cambridge, Massachusetts on June&nbsp;21, 2001.
  
  <CENTER>
  <TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
  <TR valign="bottom">
          <TD width="50%">&nbsp;</TD>
          <TD width="10%">&nbsp;</TD>
          <TD width="3%">&nbsp;</TD>
          <TD width="1%">&nbsp;</TD>
          <TD width="36%">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
          <TD></TD>
          <TD></TD>
          <TD nowrap colspan=3>ARIAD PHARMACEUTICALS, INC.</TD>
  </TR>
  
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  
  <TR valign="bottom">
          <TD valign="top"></TD>
          <TD></TD>
          <TD  align="left" valign="top">By</TD>
          <TD></TD>
          <TD  align="left" valign="top">/s/ Lee C. Steele</TD>
  </TR>
  
  <TR valign="bottom">
          <TD valign="top"></TD>
          <TD></TD>
          <TD  align="left" valign="top">
  </TD>
          <TD></TD>
          <TD  align="left" valign="top"><HR></TD>
  </TR>
  
  <TR valign="bottom">
          <TD valign="top"></TD>
          <TD></TD>
          <TD  align="left" valign="top">
  </TD>
          <TD></TD>
          <TD  align="left" valign="top">Lee C. Steele<BR>
  Senior Vice President and Chief Financial Officer</TD>
  </TR>
  </TABLE>
  </CENTER>
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below constitutes and appoints Harvey
  J. Berger and Lee C. Steele, and each of them, his/her true and lawful
  attorneys-in-fact and agents, with full power of substitution and
  resubstitution in each of them, for him and in his name, place and stead, and
  in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement on Form&nbsp;S-8 of ARIAD
  Pharmaceuticals, Inc., or any other registration statement for the same
  offering that is to be effective upon filing pursuant to Rule&nbsp;462(b) under the
  Securities Act of 1933, as amended, and to file the same, with all exhibits
  thereto and other documents in connection therewith, with the Securities and
  Exchange Commission, granting unto said attorneys-in-fact and agents, and each
  of them, full power and authority to do and perform each and every act and
  thing requisite or necessary to be done in or about the premises, as full to
  all intents and purposes as he or she might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact and agents or any of
  them or their or his/her substitute or substitutes may lawfully do or cause to
  be done by virtue hereof.
  
  <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <CENTER>
  <TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
  <TR valign="bottom">
          <TD width="30%">&nbsp;</TD>
          <TD width="5%">&nbsp;</TD>
          <TD width="48%">&nbsp;</TD>
          <TD width="5%">&nbsp;</TD>
          <TD width="12%">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
          <TD nowrap align="center"><FONT size="2"><B>Signature</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center"><FONT size="2"><B>Title</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center"><FONT size="2"><B>Date</B></FONT></TD>
  </TR>
  <TR valign="bottom">
          <TD nowrap align="center"><HR size="1"></TD>
          <TD></TD>
          <TD nowrap align="center"><HR size="1"></TD>
          <TD></TD>
          <TD nowrap align="center"><HR size="1"></TD>
  </TR>
  
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  
  <TR valign="bottom">
          <TD valign="top">/s/ Harvey J. Berger<BR>
  <HR size="1">
  Harvey J. Berger</TD>
          <TD></TD>
          <TD  align="left" valign="top">Chairman of the Board of Directors, President and Chief Executive Officer and Director (Principal Executive Officer)</TD>
          <TD></TD>
          <TD  align="left" valign="top">June 21, 2001</TD>
  </TR>
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  <TR valign="bottom">
          <TD valign="top">/s/ Lee C. Steele<BR>
  <HR size="1">
  Lee C. Steele</TD>
          <TD></TD>
          <TD  align="left" valign="top">
  Senior Vice President,  Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)</TD>
          <TD></TD>
          <TD  align="left" valign="top">June 21, 2001</TD>
  </TR>
  </TABLE>
  </CENTER>
  <P align="center">II-6
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>
  
  <CENTER>
  <TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
  <TR valign="bottom">
          <TD width="30%">&nbsp;</TD>
          <TD width="5%">&nbsp;</TD>
          <TD width="48%">&nbsp;</TD>
          <TD width="5%">&nbsp;</TD>
          <TD width="12%">&nbsp;</TD>
  </TR>
  
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  <TR valign="bottom">
          <TD valign="top">/s/ Vaughn D. Bryson<BR>
  <HR size="1">
  Vaughn D. Bryson</TD>
          <TD></TD>
          <TD  align="left" valign="top">
  Director
  </TD>
          <TD></TD>
          <TD  align="left" valign="top">June 21, 2001</TD>
  </TR>
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  <TR valign="bottom">
          <TD valign="top">/s/ John M. Deutch<BR>
  <HR size="1">
  John M. Deutch, Ph.D.</TD>
          <TD></TD>
          <TD  align="left" valign="top">
  Director
  </TD>
          <TD></TD>
          <TD  align="left" valign="top">June 21, 2001</TD>
  </TR>
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  <TR valign="bottom">
          <TD valign="top">/s/ Tamar Howson<BR>
  <HR size="1">
  Tamar Howson</TD>
          <TD></TD>
          <TD  align="left" valign="top">
  Director
  </TD>
          <TD></TD>
          <TD  align="left" valign="top">June 21, 2001</TD>
  </TR>
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  <TR valign="bottom">
          <TD valign="top">/s/ Jay R. LaMarche<BR>
  <HR size="1">
  Jay R. LaMarche</TD>
          <TD></TD>
          <TD  align="left" valign="top">
  Director
  </TD>
          <TD></TD>
          <TD  align="left" valign="top">June 21, 2001</TD>
  </TR>
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  <TR valign="bottom">
          <TD valign="top">/s/ Sandford D. Smith<BR>
  <HR size="1">
  Sandford D. Smith</TD>
          <TD></TD>
          <TD  align="left" valign="top">
  Director
  </TD>
          <TD></TD>
          <TD  align="left" valign="top">June 21, 2001</TD>
  </TR>
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  <TR valign="bottom">
          <TD valign="top">/s/ Ralph Snyderman<BR>
  <HR size="1">
  Ralph Snyderman, M.D.</TD>
          <TD></TD>
          <TD  align="left" valign="top">
  Director
  </TD>
          <TD></TD>
          <TD  align="left" valign="top">June 21, 2001</TD>
  </TR>
  <TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
  <TR valign="bottom">
          <TD valign="top">/s/ Raymond S. Troubh<BR>
  <HR size="1">
  Raymond S. Troubh</TD>
          <TD></TD>
          <TD  align="left" valign="top">
  Director
  </TD>
          <TD></TD>
          <TD  align="left" valign="top">June 21, 2001</TD>
  </TR>
  </TABLE>
  </CENTER>
  <P align="center">II-7
  <!-- PAGEBREAK -->
  <P><HR noshade><P>
  <H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>
  
  <P align="center"><B>ARIAD PHARMACEUTICALS, INC.</B>
  
  <P align="center"><B>INDEX TO EXHIBITS FILED WITH<BR>
  FORM S-8 REGISTRATION STATEMENT</B>
  
  <!-- link1 "EXHIBIT INDEX" -->
  <DIV align="left"><A NAME="010"></A></DIV>
  
  <P align="center"><B>EXHIBIT INDEX</B>
  
  <CENTER>
  <TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
  <TR valign="bottom">
          <TD width="5%">&nbsp;</TD>
          <TD width="2%">&nbsp;</TD>
          <TD width="93%">&nbsp;</TD>
  </TR>
  <TR valign="bottom">
          <TD nowrap align="center"><FONT size="2"><B>Exhibit</B></FONT></TD>
  </TR>
  <TR valign="bottom">
          <TD nowrap align="center"><FONT size="2"><B>Number</B></FONT></TD>
          <TD></TD>
          <TD nowrap align="center" colspan="3"><FONT size="2"><B>Description</B></FONT></TD>
  </TR>
  <TR valign="bottom">
          <TD nowrap align="center"><HR size="1"></TD>
          <TD></TD>
          <TD colspan="3"><HR size="1"></TD>
  </TR>
  
  <TR valign="top">
          <TD><FONT size="2">3.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Certificate of Incorporation of the Company, as amended.
  (Filed as Exhibit&nbsp;3.1 to the Registrant&#146;s Registration Statement on
  Form&nbsp;10 filed with the Securities and Exchange Commission on June
  25, 1993 and incorporated herein by reference).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">3.2</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Restated By-laws of the Company, as amended. (Filed as
  Exhibit&nbsp;4.2 to the Registrant&#146;s Registration Statement on Form&nbsp;S-3,
  file number 333-38664, filed with the Securities and Exchange
  Commission on June&nbsp;6, 2000 and incorporated herein by reference).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">3.3</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Amendment of Certificate of Incorporation of the Company,
  dated April&nbsp;8, 1994. (Filed as Exhibit&nbsp;3.3 to the Registrant&#146;s
  Annual Report on Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
  1993 filed with the Securities and Exchange Commission on April&nbsp;15,
  1994 and incorporated herein by reference).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">3.4</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Amendment of Certificate of Incorporation of the Company,
  dated October&nbsp;4, 1994. (Filed as Exhibit&nbsp;3.4 to the Registrant&#146;s
  Annual Report on Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
  1994 filed with the Securities and Exchange Commission on March&nbsp;30,
  1995 and incorporated herein by reference).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">4.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Rights Agreement, dated as of June&nbsp;8, 2000, between the
  Company and State Street Bank and Trust Company, which includes the
  Form of Certificate of Designations in respect of the Series&nbsp;A
  Preferred Stock, as Exhibit&nbsp;A, the Form of Right Certificate as
  Exhibit&nbsp;B and the Summary of Rights to Purchase Series&nbsp;A Preferred
  Stock as Exhibit&nbsp;C. (Previously filed and incorporated by
  reference to Form&nbsp;8-A of the Company filed with the Securities and
  Exchange Commission on June&nbsp;19, 2000).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">4.2</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Form of Common Stock Certificate (Previously filed and
  incorporated by reference to Registration Statement on Form&nbsp;10 of
  the Company filed with the Securities and Exchange Commission on
  June&nbsp;25, 1993).</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">5.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
  P.C., as to the legality of the shares being registered.</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">23.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Consent of Deloitte &#38; Touche LLP</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">23.2</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
  P.C. (filed with Exhibit&nbsp;5.1)</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">24.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>Power of Attorney (included on signature page)</FONT></TD>
  </TR>
  <TR><TD><TR><TD><TR><TD><TR><TD>
  <TR valign="top">
          <TD><FONT size="2">99.1</FONT></TD>
        <TD></TD>
        <TD><FONT size=2>ARIAD Pharmaceuticals, Inc. 2001 Stock Plan</FONT></TD>
  </TR>
  </TABLE>
  </CENTER>
  <P align="center">II-8
  </BODY>
  </HTML>
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text: ARIAD PHARMACEUTICALS INC. REGISTRATION STATEMENT
  Table of Contents
  As filed with the Securities and Exchange
  Commission on June 22, 2001
  REGISTRATION NO. 333-
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM S-8
  REGISTRATION STATEMENT
  under the
  SECURITIES ACT OF 1933
  ARIAD PHARMACEUTICALS, INC
  (Exact name of Registrant as specified in its charter)
  Delaware
  22-3106987
  (State or other jurisdiction
  of incorporation or organization)
  (I.R.S. Employer
  Identification No.)
  26 Landsdowne Street
  Cambridge, Massachusetts 02139
  (617) 494-0400
  (Address of Principal Executive Offices)
  THE ARIAD PHARMACEUTICALS, INC.
  2001 STOCK PLAN
  Lee C. Steele
  Senior Vice President and Chief Financial Officer
  ARIAD Pharmaceuticals, Inc.
  26 Landsdowne Street
  Cambridge, Massachusetts 02139-4234
  (617) 494-0400
  (Name, address, including zip code, and telephone number, including area
  code, of agent for service)
  CALCULATION OF REGISTRATION FEE
  Proposed
  Proposed
  maximum
  maximum
  Title of
  Amount to be
  offering price
  aggregate
  Amount of
  securities to be registered
  registered(1)
  per share(2)
  offering price(2)
  registration fee
  Common Stock, $.001 par value
  1,330,000
  $
  4.79
  $
  6,370,700
  $
  1,593.00
  (1)
  The number of shares of common stock, par value $.001 per share ("Common
  Stock"), stated above consists of the aggregate number of shares which
  may be sold upon the exercise of options which may hereafter be granted
  under The ARIAD Pharmaceuticals, Inc. 2001 Stock Plan (the "Plan"). The
  maximum number of shares which may be sold upon the exercise of such
  options granted under the Plan is subject to adjustment in accordance with
  certain anti-dilution and other provisions of the Plan. Accordingly,
  pursuant to Rule 416 under the Securities Act of 1933, as amended (the
  "Securities Act"), this Registration Statement covers, in addition to the
  number of shares stated above, an indeterminate number of shares which may
  be subject to grant or otherwise issuable after the operation of any such
  anti-dilution and other provisions.
  (2)
  This calculation is made solely for the purpose of determining the
  registration fee pursuant to the provisions of Rule 457(h) under the
  Securities Act based on the average of the high and low sale prices per
  share of the Common Stock on the National Market System of the National
  Association of Securities Dealers Automated Quotation System ("Nasdaq") as
  of a date (June 20, 2001) within 5 business days prior to filing this
  Registration Statement. None of the shares being registered hereunder are
  subject to outstanding options.
  TABLE OF CONTENTS
  EXPLANATORY NOTE
  PART II
  Item 3. Incorporation of Certain Documents by Reference.
  Item 4. Description of Securities.
  Item 5. Interests of Named Experts and Counsel.
  Item 6. Indemnification of Directors and Officers.
  Item 7. Exemption from Registration Claimed.
  Item 8. Exhibits.
  Item 9. Undertakings.
  SIGNATURES
  EXHIBIT INDEX
  Ex-5.1 Opinion of Mintz, Levin, Cohn, Ferris...
  Ex-23.1 Consent of Deloitte & Touche  LLP
  Ex-99.1 ARIAD Pharmaceuticals Inc 2001 Stock Plan
  Table of Contents
  EXPLANATORY NOTE
  In accordance with the instructional Note to Part I of Form S-8 as
  promulgated by the Securities and Exchange Commission, the information
  specified by Part I of Form S-8 has been omitted from this Registration
  Statement on Form S-8 for offers of Common Stock pursuant to the Plan.
  Table of Contents
  PART II
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  Item 3. Incorporation of Certain Documents by Reference.
  The following documents filed by the Registrant with the Commission are
  incorporated herein by reference:
  (a)
  The Registrant's Annual Report on Form 10-K for the fiscal
  year ended December 31, 2000;
  (b)
  The Registrant's Quarterly Report on Form 10-Q for the fiscal
  quarter ended March 31, 2001;
  (c)
  The description of the Common Stock contained in the
  Registrant's Registration Statement on Form 10 (File No. 0-21696)
  filed under the Securities Exchange Act of 1934 on June 25, 1993,
  including any amendment or report filed for the purpose of updating
  such description.
  All reports and other documents filed by the Registrant after the date
  hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be part hereof from the date of filing
  of such reports and documents.
  Item 4. Description of Securities.
  Not applicable.
  Item 5. Interests of Named Experts and Counsel.
  The validity of the issuance of the shares of Common Stock registered
  under this Registration Statement has been passed upon for the Registrant by
  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts.
  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and members of that firm
  own an aggregate of approximately 2,800 shares of Common Stock of the
  Registrant.
  Item 6. Indemnification of Directors and Officers.
  Section 145(a) of the General Corporation Law of the State of Delaware
  provides that a Delaware corporation may indemnify any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative (other than an action by or in the right of the corporation)
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation or enterprise,
  against expenses, judgments, fines and amounts paid in settlement actually and
  reasonably incurred by him in connection with such action, suit or proceeding
  if he acted in good faith and in a manner he reasonably believed to be in or
  not opposed to the best interests of the corporation, and, with respect to any
  criminal action or proceeding, had no cause to believe his conduct was
  unlawful.
  Table of Contents
  Section 145(b) provides that a Delaware corporation may indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that such
  person acted in any of the capacities set forth above, against expenses
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted under similar standards, except
  that no indemnification may be made in respect of any claim, issue or matter as
  to which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the court in which such action or suit was
  brought shall determine that despite the adjudication of liability, such person
  is fairly and reasonably entitled to be indemnified for such expenses which the
  court shall
  deem proper.
  Section 145 further provides that to the extent a director or officer of a
  corporation has been successful in the defense of any action, suit or
  proceeding referred to in subsections (a) and (b) or in the defense of any
  claim, issue or matter therein, he shall be indemnified against expenses
  actually and reasonably incurred by him in connection therewith; that
  indemnification provided for by Section 145 shall not be deemed exclusive of
  any other rights to which the indemnified party may be entitled; and that the
  corporation may purchase and maintain insurance on behalf of a director or
  officer of the corporation against any liability asserted against him or
  incurred by him in any such capacity or arising out of his status as such
  whether or not the corporation would have the power to indemnify him against
  such liabilities under such Section 145.
  Our Certificate of
  Incorporation, as amended, and By-laws, as amended, of the Company
  provide for indemnification of the Company's directors and officers to the
  fullest extent permitted by law. The By-laws also permit the Board of Directors
  to authorize the Company to purchase and maintain insurance against any
  liability asserted against any director, officer, employee or agent of the
  Company arising out of his capacity as such. Insofar as indemnification for
  liabilities under the Securities Act may be permitted to directors, officers,
  or controlling persons of the Company pursuant to the Company's Certificate of
  Incorporation, as amended, its By-laws and the Delaware General Corporation
  Law, the Company has been informed that in the opinion of the Commission such
  indemnification is against public policy as expressed in such Act and is
  therefore unenforceable.
  As permitted by the Delaware General Corporation Law, the Company's
  Certificate of Incorporation, as amended, provides that directors of the
  Company shall not be personally liable to the Company or its stockholders for
  monetary damages for breach of fiduciary duty as a director, except for
  liability (i) for any breach of the director's duty of loyalty to the Company
  or its stockholders, (ii) for acts or omissions not in good faith or which
  involve intentional misconduct or a knowing violation of law, (iii) under
  Section 174 of the Delaware General Corporation Law, relating to prohibited
  dividends or distributions or the repurchase or redemption of stock or (iv) for
  any transaction from which the director derives an improper personal benefit.
  As a result of this provision, the Company and its stockholders may be unable
  to obtain monetary damages from a director for breach of his or her duty of
  care.
  Item 7. Exemption from Registration Claimed.
  Not applicable.
  II-2
  Table of Contents
  Item 8. Exhibits.
  Exhibit
  Number
  Description
  3.1
  Certificate of Incorporation of the Company, as amended.
  (Filed as Exhibit 3.1 to the Registrant's Registration Statement on
  Form 10 filed with the Securities and Exchange Commission on June
  25, 1993 and incorporated herein by reference).
  3.2
  Restated By-laws of the Company, as amended. (Filed as
  Exhibit 4.2 to the Registrant's Registration Statement on Form S-3,
  file number 333-38664, filed with the Securities and Exchange
  Commission on June 6, 2000 and incorporated herein by reference).
  3.3
  Amendment of Certificate of Incorporation of the Company,
  dated April 8, 1994. (Filed as Exhibit 3.3 to the Registrant's
  Annual Report on Form 10-K for the fiscal year ended December 31,
  1993 filed with the Securities and Exchange Commission on April 15,
  1994 and incorporated herein by reference).
  3.4
  Amendment of Certificate of Incorporation of the Company,
  dated October 4, 1994. (Filed as Exhibit 3.4 to the Registrant's
  Annual Report on Form 10-K for the fiscal year ended December 31,
  1994 filed with the Securities and Exchange Commission on March 30,
  1995 and incorporated herein by reference).
  4.1
  Rights Agreement, dated as of June 8, 2000, between the
  Company and State Street Bank and Trust Company, which includes the
  Form of Certificate of Designations in respect of the Series A
  Preferred Stock, as Exhibit A, the Form of Right Certificate as
  Exhibit B and the Summary of Rights to Purchase Series A Preferred
  Stock as Exhibit C. (Previously filed and incorporated by
  reference to Form 8-A of the Company filed with the Securities and
  Exchange Commission on June 19, 2000).
  4.2
  Form of Common Stock Certificate (Previously filed and
  incorporated by reference to Registration Statement on Form 10 of
  the Company filed with the Securities and Exchange Commission on
  June 25, 1993).
  5.1
  Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
  P.C., as to the legality of the shares being registered.
  23.1
  Consent of Deloitte & Touche LLP
  23.2
  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
  P.C. (filed with Exhibit 5.1)
  24.1
  Power of Attorney (included on signature page)
  99.1
  ARIAD Pharmaceuticals, Inc. 2001 Stock Plan
  II-3
  Table of Contents
  Item 9. Undertakings.
  (a)
  The undersigned Registrant hereby undertakes:
  (1)      To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
  (i) To include any prospectus required by Section 10(a)(3) of
  the Securities Act of 1933;
  (ii) To reflect in the prospectus any facts or events arising
  after the effective date of the Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in
  the aggregate, represents a fundamental change in the information
  set forth in the Registration Statement. Notwithstanding the
  foregoing, any increase or decrease in volume of securities offered
  (if the total dollar value of securities offered would not exceed
  that which was registered) and any deviation from the low or high
  end of the estimated maximum offering range may be reflected in the
  form of prospectus filed with the Commission pursuant to Rule
  424(b) (Section 230.424(b) of this chapter) if, in the aggregate,
  the changes in volume and price represent no more than a 20% change
  in the maximum aggregate offering price set forth in the
  "Calculation of Registration Fee" table in the effective
  Registration Statement;
  (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the Registration
  Statement or any material change to such information in the
  Registration Statement;
  Provided, however
  , that paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by
  the Registrant pursuant to Section 13 or Section 15(d) of the Securities
  Exchange Act of 1934 that are incorporated by reference in this
  Registration Statement.
  (2)      That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be
  deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall
  be deemed to be the initial bona fide offering thereof.
  (3)      To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
  (b)
  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
  of the Securities Exchange Act of 1934 that is incorporated by reference
  in this Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of
  such securities at that time shall be deemed to be the initial bona fide
  offering thereof.
  II-4
  Table of Contents
  (c)
  Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or
  otherwise, the Registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable. In the
  event that a claim for indemnification against such liabilities (other
  than the payment by the Registrant of expenses incurred or paid by a
  director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities
  being registered, the Registrant will, unless in the opinion of its
  counsel the matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  II-5
  Table of Contents
  SIGNATURES
  The Registrant.
  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in Cambridge, Massachusetts on June 21, 2001.
  ARIAD PHARMACEUTICALS, INC.
  By
  /s/ Lee C. Steele
  Lee C. Steele
  Senior Vice President and Chief Financial Officer
  Each person whose signature appears below constitutes and appoints Harvey
  J. Berger and Lee C. Steele, and each of them, his/her true and lawful
  attorneys-in-fact and agents, with full power of substitution and
  resubstitution in each of them, for him and in his name, place and stead, and
  in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement on Form S-8 of ARIAD
  Pharmaceuticals, Inc., or any other registration statement for the same
  offering that is to be effective upon filing pursuant to Rule 462(b) under the
  Securities Act of 1933, as amended, and to file the same, with all exhibits
  thereto and other documents in connection therewith, with the Securities and
  Exchange Commission, granting unto said attorneys-in-fact and agents, and each
  of them, full power and authority to do and perform each and every act and
  thing requisite or necessary to be done in or about the premises, as full to
  all intents and purposes as he or she might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact and agents or any of
  them or their or his/her substitute or substitutes may lawfully do or cause to
  be done by virtue hereof.
  Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature
  Title
  Date
  /s/ Harvey J. Berger
  Harvey J. Berger
  Chairman of the Board of Directors, President and Chief Executive Officer and Director (Principal Executive Officer)
  June 21, 2001
  /s/ Lee C. Steele
  Lee C. Steele
  Senior Vice President,  Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
  June 21, 2001
  II-6
  Table of Contents
  /s/ Vaughn D. Bryson
  Vaughn D. Bryson
  Director
  June 21, 2001
  /s/ John M. Deutch
  John M. Deutch, Ph.D.
  Director
  June 21, 2001
  /s/ Tamar Howson
  Tamar Howson
  Director
  June 21, 2001
  /s/ Jay R. LaMarche
  Jay R. LaMarche
  Director
  June 21, 2001
  /s/ Sandford D. Smith
  Sandford D. Smith
  Director
  June 21, 2001
  /s/ Ralph Snyderman
  Ralph Snyderman, M.D.
  Director
  June 21, 2001
  /s/ Raymond S. Troubh
  Raymond S. Troubh
  Director
  June 21, 2001
  II-7
  Table of Contents
  ARIAD PHARMACEUTICALS, INC.
  INDEX TO EXHIBITS FILED WITH
  FORM S-8 REGISTRATION STATEMENT
  EXHIBIT INDEX
  Exhibit
  Number
  Description
  3.1
  Certificate of Incorporation of the Company, as amended.
  (Filed as Exhibit 3.1 to the Registrant's Registration Statement on
  Form 10 filed with the Securities and Exchange Commission on June
  25, 1993 and incorporated herein by reference).
  3.2
  Restated By-laws of the Company, as amended. (Filed as
  Exhibit 4.2 to the Registrant's Registration Statement on Form S-3,
  file number 333-38664, filed with the Securities and Exchange
  Commission on June 6, 2000 and incorporated herein by reference).
  3.3
  Amendment of Certificate of Incorporation of the Company,
  dated April 8, 1994. (Filed as Exhibit 3.3 to the Registrant's
  Annual Report on Form 10-K for the fiscal year ended December 31,
  1993 filed with the Securities and Exchange Commission on April 15,
  1994 and incorporated herein by reference).
  3.4
  Amendment of Certificate of Incorporation of the Company,
  dated October 4, 1994. (Filed as Exhibit 3.4 to the Registrant's
  Annual Report on Form 10-K for the fiscal year ended December 31,
  1994 filed with the Securities and Exchange Commission on March 30,
  1995 and incorporated herein by reference).
  4.1
  Rights Agreement, dated as of June 8, 2000, between the
  Company and State Street Bank and Trust Company, which includes the
  Form of Certificate of Designations in respect of the Series A
  Preferred Stock, as Exhibit A, the Form of Right Certificate as
  Exhibit B and the Summary of Rights to Purchase Series A Preferred
  Stock as Exhibit C. (Previously filed and incorporated by
  reference to Form 8-A of the Company filed with the Securities and
  Exchange Commission on June 19, 2000).
  4.2
  Form of Common Stock Certificate (Previously filed and
  incorporated by reference to Registration Statement on Form 10 of
  the Company filed with the Securities and Exchange Commission on
  June 25, 1993).
  5.1
  Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
  P.C., as to the legality of the shares being registered.
  23.1
  Consent of Deloitte & Touche LLP
  23.2
  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
  P.C. (filed with Exhibit 5.1)
  24.1
  Power of Attorney (included on signature page)
  99.1
  ARIAD Pharmaceuticals, Inc. 2001 Stock Plan
  II-8