content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on February 13, 2001
  
                                                             REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                    ARQULE, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
  <TABLE>
  <CAPTION>
  
  <S>                                                         <C>
                     DELAWARE                                             04-3221586
  (State or Other Jurisdiction of Incorporation)             (I.R.S. Employer Identification No.)
  </TABLE>
  
                  19 PRESIDENTIAL WAY, WOBURN, MASSACHUSETTS 01801
                      (Address of Principal Executive Offices)
  
  
                          OPTIONS ISSUED IN CONNECTION WITH
                  ARQULE, INC.'S ACQUISITION OF CAMITRO CORPORATION
                              (Full Title of the Plan)
  
                                 DR. STEPHEN A. HILL
                        President and Chief Executive Officer
                                    ArQule, Inc.
                                 19 Presidential Way
                             Woburn, Massachusetts 01801
                                   (781) 994-0300
              (Name, Address and Telephone Number of Agent for Service)
  
                                   with a copy to:
  
                              LYNNETTE C. FALLON, ESQ.
                                 Palmer & Dodge LLP
                                  One Beacon Street
                             Boston, Massachusetts 02108
                                   (617) 573-0100
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  -----------------------------------------------------------------------------------------------------------------------
                                                                Proposed maximum     Proposed maximum       Amount of
  Title of each class of securities to be     Amount to be     offering price per   aggregate offering    registration
                 registered                   registered(1)         share(2)             price(2)              fee
  -----------------------------------------------------------------------------------------------------------------------
  <S>                                       <C>                       <C>                <C>                   <C>
  Common Stock, $0.01 par value             292,157 shares            $1.19              $347,667              $87
  -----------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  Pursuant to Rule 416 under the Securities Act of 1933, to the extent
       additional shares of our common stock may be issued or issuable as a result
       of a stock split or other distribution declared at any time by the Board of
       Directors while this registration statement is in effect, this registration
       statement is hereby deemed to cover all such additional shares of common
       stock.
  (2)  Estimated solely for the purpose of determining the registration fee and
       computed pursuant to Rule 457(h)(1). The proposed maximum offering price
       per share indicated is based on the weighted average price at which the
       options may be exercised.
  
  
  
  <PAGE>   2
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents previously filed with the Securities and
  Exchange Commission are incorporated by reference herein and shall be deemed as
  part hereof:
  
           (a)      the annual report on Form 10-K for the fiscal year ended
                    December 31, 1999, filed on March 23, 2000;
  
           (b)      all of our other reports filed pursuant to Section 13(a) or
                    15(d) of the Securities Exchange Act of 1934, as amended (the
                    "Exchange Act"), since December 31, 1999; and
  
            (c)     the description of our common stock contained in our
                    Registration Statement on Form 8-A filed on September 25,
                    1996, including any amendment or report filed hereafter for
                    the purpose of updating such description.
  
           All documents filed after the date of this registration statement
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to
  the filing of a post-effective amendment that indicates that all shares of
  common stock offered hereunder have been sold or that deregisters all shares of
  common stock remaining unsold shall be deemed to be incorporated by reference
  herein and to be a part hereof from the date of the filing of such reports and
  documents. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this registration statement to the extent that a statement
  contained herein or in any other subsequently filed document that also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this registration
  statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Michael E. Lytton, Secretary of ArQule, Inc., and Lynette C. Fallon,
  Assistant Secretary of ArQule, Inc., are partners at Palmer & Dodge, LLP, the
  law firm providing the opinion attached as Exhibit 5.1 to this Registration
  Statement.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           Section 145 of the Delaware General Corporation Law grants ArQule, Inc.
  the power to indemnify each 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 by reason of the fact
  that he is or was a director, officer, employee or agent of ArQule, or is or was
  serving at the request of ArQule as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses (including attorneys' fees), 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 ArQule, and
  with respect to any criminal action or proceeding, had no reasonable cause to
  believe his conduct was unlawful, provided, however, no indemnification shall be
  made in connection with any proceeding brought by or in the right of ArQule
  where the person involved is adjudged to be liable to ArQule except to the
  extent approved by a court. Article V of our Amended and Restated By-laws
  provides that ArQule shall, to extent legally permitted, indemnify each 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 by reason of the fact that he is
  or was, or has agreed to become, a director or officer of ArQule, or is or was
  serving, or has agreed to serve, at the request of ArQule, as a director,
  officer or trustee of, or in a similar capacity with, another corporation,
  partnership, joint venture, trust or other enterprise. The indemnification
  provided for in Article V is expressly not exclusive of
  
                                         2
  <PAGE>   3
  any other rights to which those seeking indemnification may be entitled under
  any law, agreement or vote of stockholders or disinterested directors or
  otherwise, and shall inure to the benefit of the heirs, executors and
  administrators of such persons. Article V also provides that ArQule shall have
  the power to purchase and maintain insurance on behalf of any person who is or
  was a director, officer, employee or agent of ArQule, or is or was serving at
  the request of ArQule, as a director, officer or trustee of, or in a similar
  capacity with, another corporation, partnership, joint venture, trust or other
  enterprise, against any liability asserted against and incurred by such person
  in any such capacity.
  
  Pursuant to Section 102(b)(7) of the Delaware General Corporation Laws, Section
  7 of Article FIFTH of our Restated Certificate eliminates a director's personal
  liability for monetary damages to the Company and its stockholders for breaches
  of fiduciary duty as a director, except in circumstances involving a breach of a
  director's duty of loyalty to the Company or its stockholders, acts or omissions
  not in good faith, intentional misconduct, knowing violations of the law,
  self-dealing or the unlawful payment of dividends or repurchase of stock.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           See Exhibit Index immediately following signature pages.
  
  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 this 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 this
  registration statement;
  
                             (iii)    To include any material information with
  respect to the plan of distribution not previously disclosed in this
  registration statement or any material change to such information in this
  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 with or furnished to the Commission by the registrant pursuant to Section
  13 or Section 15(d) of the 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
  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 initial bona fide offering thereof.
  
                                         3
  <PAGE>   4
  
           (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 provisions referred to in Item 6
  hereof, 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 Securities Act of 1933 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 directors,
  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 Securities Act of 1933 and will be governed by the final
  jurisdiction of such issue.
  
                                         4
  
  <PAGE>   5
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that is 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 the City of Woburn, Commonwealth of Massachusetts, as of February
  13, 2001.
  
                                         ArQule, Inc.
  
                                         By: /s/ STEPHEN A. HILL
                                         -----------------------------------------
                                             Stephen A. Hill
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of ArQule, Inc., hereby
  severally constitute and appoint Stephen A. Hill, David C. Hastings, and
  Lynnette C. Fallon, and each of them singly, our true and lawful
  attorneys-in-fact, with full power to them in any and all capacities, to sign
  any amendments to this registration statement on Form S-3 (including any
  post-effective amendments thereto), and to file the same, with exhibits thereto
  and other documents in connection therewith, with the Securities and Exchange
  Commission, hereby ratifying and confirming all that each of said
  attorneys-in-fact may do or cause to be done by virtue hereof.
  
           Witness our hands and common seal on the dates set forth below.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
                    SIGNATURE                                        TITLE                                 DATE
                    ---------                                        -----                                 ----
  <S>                                               <C>                                              <C>
  /S/ STEPHEN A. HILL                               President and Chief Executive Officer            February 13, 2001
  ----------------------------------------------    (Principal Executive Officer)
  Stephen A. Hill
  
  /S/ DAVID C. HASTINGS                             Vice President, Chief Financial Officer and      February 13, 2001
  ----------------------------------------------    Treasurer (Principal Financial Officer and
  David C. Hastings                                 Principal Accounting Officer)
  
  /S/ LAURA AVAKIAN                                 Director                                         February 13, 2001
  ----------------------------------------------
  Laura Avakian
  
  /S/ WERNER CAUTREELS                              Director                                         February 13, 2001
  ----------------------------------------------
  Werner Cautreels
  
  /S/ ARIEL ELIA                                    Director                                         February 13, 2001
  ----------------------------------------------
  Ariel Elia
  
  /S/ L. PATRICK GAGE                               Director                                         February 13, 2001
  ----------------------------------------------
  L. Patrick Gage
  
  /S/ TUAN HA-NGOC                                  Director                                         February 13, 2001
  ----------------------------------------------
  Tuan Ha-Ngoc
  </TABLE>
  
                                         5
  <PAGE>   6
  
  <TABLE>
  <CAPTION>
  <S>                                               <C>                                              <C>
  /S/ MICHAEL ROSENBLATT                            Director                                         February 13, 2001
  ----------------------------------------------
  Michael Rosenblatt
  </TABLE>
  
  
                                         6
  
  <PAGE>   7
  
  
                                    EXHIBIT INDEX
  
  
   EXHIBIT
   NUMBER         DESCRIPTION
  
    4.1        Specimen Common Stock Certificate. Filed as Exhibit 4.1 to our
               Registration Statement on Form S-1
               (File No. 333-11105) and incorporated herein by reference.
    4.2        Form of Warrant to Purchase Stock held by Silicon Valley Bank
               assumed by ArQule as part of the Camitro acquisition. Filed as
               Exhibit 4.2 to our Registration Statement on Form S-3 (File No.
               333-54796) and incorporated herein by reference.
    5.1        Opinion of Palmer & Dodge LLP. Filed herewith.
   23.1        Consent of PricewaterhouseCoopers LLP. Filed herewith.
   23.2        Consent of PricewaterhouseCoopers LLP. Filed herewith.
   23.3        Consent of Palmer & Dodge LLP. Included in the opinion filed as
               Exhibit 5.1.
   24.1        Power of Attorney. Included on the signature page hereto.
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metadata_filer: {"company-data": {"conformed-name": "ARQULE INC", "cik": "0001019695", "assigned-sic": "2834", "irs-number": "043221586", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55502", "film-number": "1538023"}, "business-address": {"street1": "19 PRESIDENTIAL WAY", "city": "WOBURN", "state": "MA", "zip": "01801", "phone": "6173954100"}, "mail-address": {"street1": "19 PRESIDENTIAL WAY", "city": "WOBURN", "state": "MA", "zip": "01801"}}
text: 1
  
      As filed with the Securities and Exchange Commission on February 13, 2001
  
                                                             REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                    ARQULE, INC.
               (Exact Name of Registrant as Specified in its Charter)
  DELAWARE                                             04-3221586
  (State or Other Jurisdiction of Incorporation)             (I.R.S. Employer Identification No.)
  19 PRESIDENTIAL WAY, WOBURN, MASSACHUSETTS 01801
                      (Address of Principal Executive Offices)
  
                          OPTIONS ISSUED IN CONNECTION WITH
                  ARQULE, INC.'S ACQUISITION OF CAMITRO CORPORATION
                              (Full Title of the Plan)
  
                                 DR. STEPHEN A. HILL
                        President and Chief Executive Officer
                                    ArQule, Inc.
                                 19 Presidential Way
                             Woburn, Massachusetts 01801
                                   (781) 994-0300
              (Name, Address and Telephone Number of Agent for Service)
  
                                   with a copy to:
  
                              LYNNETTE C. FALLON, ESQ.
                                 Palmer & Dodge LLP
                                  One Beacon Street
                             Boston, Massachusetts 02108
                                   (617) 573-0100
  
                           CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------
                                                                Proposed maximum     Proposed maximum       Amount of
  Title of each class of securities to be     Amount to be     offering price per   aggregate offering    registration
                 registered                   registered(1)         share(2)             price(2)              fee
  -----------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value             292,157 shares            $1.19              $347,667              $87
  -----------------------------------------------------------------------------------------------------------------------
  (1)  Pursuant to Rule 416 under the Securities Act of 1933, to the extent
       additional shares of our common stock may be issued or issuable as a result
       of a stock split or other distribution declared at any time by the Board of
       Directors while this registration statement is in effect, this registration
       statement is hereby deemed to cover all such additional shares of common
       stock.
  (2)  Estimated solely for the purpose of determining the registration fee and
       computed pursuant to Rule 457(h)(1). The proposed maximum offering price
       per share indicated is based on the weighted average price at which the
       options may be exercised.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents previously filed with the Securities and
  Exchange Commission are incorporated by reference herein and shall be deemed as
  part hereof:
  
           (a)      the annual report on Form 10-K for the fiscal year ended
                    December 31, 1999, filed on March 23, 2000;
  
           (b)      all of our other reports filed pursuant to Section 13(a) or
                    15(d) of the Securities Exchange Act of 1934, as amended (the
                    "Exchange Act"), since December 31, 1999; and
  
            (c)     the description of our common stock contained in our
                    Registration Statement on Form 8-A filed on September 25,
                    1996, including any amendment or report filed hereafter for
                    the purpose of updating such description.
  
           All documents filed after the date of this registration statement
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to
  the filing of a post-effective amendment that indicates that all shares of
  common stock offered hereunder have been sold or that deregisters all shares of
  common stock remaining unsold shall be deemed to be incorporated by reference
  herein and to be a part hereof from the date of the filing of such reports and
  documents. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this registration statement to the extent that a statement
  contained herein or in any other subsequently filed document that also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this registration
  statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Michael E. Lytton, Secretary of ArQule, Inc., and Lynette C. Fallon,
  Assistant Secretary of ArQule, Inc., are partners at Palmer & Dodge, LLP, the
  law firm providing the opinion attached as Exhibit 5.1 to this Registration
  Statement.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           Section 145 of the Delaware General Corporation Law grants ArQule, Inc.
  the power to indemnify each 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 by reason of the fact
  that he is or was a director, officer, employee or agent of ArQule, or is or was
  serving at the request of ArQule as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses (including attorneys' fees), 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 ArQule, and
  with respect to any criminal action or proceeding, had no reasonable cause to
  believe his conduct was unlawful, provided, however, no indemnification shall be
  made in connection with any proceeding brought by or in the right of ArQule
  where the person involved is adjudged to be liable to ArQule except to the
  extent approved by a court. Article V of our Amended and Restated By-laws
  provides that ArQule shall, to extent legally permitted, indemnify each 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 by reason of the fact that he is
  or was, or has agreed to become, a director or officer of ArQule, or is or was
  serving, or has agreed to serve, at the request of ArQule, as a director,
  officer or trustee of, or in a similar capacity with, another corporation,
  partnership, joint venture, trust or other enterprise. The indemnification
  provided for in Article V is expressly not exclusive of
  
                                         2
  3
  any other rights to which those seeking indemnification may be entitled under
  any law, agreement or vote of stockholders or disinterested directors or
  otherwise, and shall inure to the benefit of the heirs, executors and
  administrators of such persons. Article V also provides that ArQule shall have
  the power to purchase and maintain insurance on behalf of any person who is or
  was a director, officer, employee or agent of ArQule, or is or was serving at
  the request of ArQule, as a director, officer or trustee of, or in a similar
  capacity with, another corporation, partnership, joint venture, trust or other
  enterprise, against any liability asserted against and incurred by such person
  in any such capacity.
  
  Pursuant to Section 102(b)(7) of the Delaware General Corporation Laws, Section
  7 of Article FIFTH of our Restated Certificate eliminates a director's personal
  liability for monetary damages to the Company and its stockholders for breaches
  of fiduciary duty as a director, except in circumstances involving a breach of a
  director's duty of loyalty to the Company or its stockholders, acts or omissions
  not in good faith, intentional misconduct, knowing violations of the law,
  self-dealing or the unlawful payment of dividends or repurchase of stock.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           See Exhibit Index immediately following signature pages.
  
  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 this 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 this
  registration statement;
  
                             (iii)    To include any material information with
  respect to the plan of distribution not previously disclosed in this
  registration statement or any material change to such information in this
  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 with or furnished to the Commission by the registrant pursuant to Section
  13 or Section 15(d) of the 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
  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 initial bona fide offering thereof.
  
                                         3
  4
  
           (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 provisions referred to in Item 6
  hereof, 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 Securities Act of 1933 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 directors,
  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 Securities Act of 1933 and will be governed by the final
  jurisdiction of such issue.
  
                                         4
  5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that is 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 the City of Woburn, Commonwealth of Massachusetts, as of February
  13, 2001.
  
                                         ArQule, Inc.
  
                                         By: /s/ STEPHEN A. HILL
                                         -----------------------------------------
                                             Stephen A. Hill
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of ArQule, Inc., hereby
  severally constitute and appoint Stephen A. Hill, David C. Hastings, and
  Lynnette C. Fallon, and each of them singly, our true and lawful
  attorneys-in-fact, with full power to them in any and all capacities, to sign
  any amendments to this registration statement on Form S-3 (including any
  post-effective amendments thereto), and to file the same, with exhibits thereto
  and other documents in connection therewith, with the Securities and Exchange
  Commission, hereby ratifying and confirming all that each of said
  attorneys-in-fact may do or cause to be done by virtue hereof.
  
           Witness our hands and common seal on the dates set forth below.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and on the dates indicated.
  SIGNATURE                                        TITLE                                 DATE
                    ---------                                        -----                                 ----
  /S/ STEPHEN A. HILL                               President and Chief Executive Officer            February 13, 2001
  ----------------------------------------------    (Principal Executive Officer)
  Stephen A. Hill
  
  /S/ DAVID C. HASTINGS                             Vice President, Chief Financial Officer and      February 13, 2001
  ----------------------------------------------    Treasurer (Principal Financial Officer and
  David C. Hastings                                 Principal Accounting Officer)
  
  /S/ LAURA AVAKIAN                                 Director                                         February 13, 2001
  ----------------------------------------------
  Laura Avakian
  
  /S/ WERNER CAUTREELS                              Director                                         February 13, 2001
  ----------------------------------------------
  Werner Cautreels
  
  /S/ ARIEL ELIA                                    Director                                         February 13, 2001
  ----------------------------------------------
  Ariel Elia
  
  /S/ L. PATRICK GAGE                               Director                                         February 13, 2001
  ----------------------------------------------
  L. Patrick Gage
  
  /S/ TUAN HA-NGOC                                  Director                                         February 13, 2001
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  Tuan Ha-Ngoc
  5
  6
  /S/ MICHAEL ROSENBLATT                            Director                                         February 13, 2001
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  Michael Rosenblatt
  6
  7
  
                                    EXHIBIT INDEX
  
   EXHIBIT
   NUMBER         DESCRIPTION
  
    4.1        Specimen Common Stock Certificate. Filed as Exhibit 4.1 to our
               Registration Statement on Form S-1
               (File No. 333-11105) and incorporated herein by reference.
    4.2        Form of Warrant to Purchase Stock held by Silicon Valley Bank
               assumed by ArQule as part of the Camitro acquisition. Filed as
               Exhibit 4.2 to our Registration Statement on Form S-3 (File No.
               333-54796) and incorporated herein by reference.
    5.1        Opinion of Palmer & Dodge LLP. Filed herewith.
   23.1        Consent of PricewaterhouseCoopers LLP. Filed herewith.
   23.2        Consent of PricewaterhouseCoopers LLP. Filed herewith.
   23.3        Consent of Palmer & Dodge LLP. Included in the opinion filed as
               Exhibit 5.1.
   24.1        Power of Attorney. Included on the signature page hereto.