content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                                  November 1, 1996
  
                                                   Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                          MILLENNIUM PHARMACEUTICALS, INC.
               (Exact name of registrant as specified in its charter)
  
  
       DELAWARE                                               04-3177038
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                     Identification Number)
  
  
  
                                 640 MEMORIAL DRIVE
                           CAMBRIDGE, MASSACHUSETTS 02139
                 (Address of Principal Executive Offices) (Zip Code)
  
                              1993 INCENTIVE STOCK PLAN
                              (Full title of the plan)
  
                                    MARK J. LEVIN
                               CHIEF EXECUTIVE OFFICER
                          MILLENNIUM PHARMACEUTICALS, INC.
                                 640 MEMORIAL DRIVE
                           CAMBRIDGE, MASSACHUSETTS 02139
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (617) 679-7000
            (Telephone number, including area code, of agent for service)
  
  <TABLE>
  
                           CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
  ============================================================================================================
                                                       Proposed               Proposed      
      Title of Securities      Amount to be        maximum offering      maximum aggregate      Amount of
       to be Registered         Registered          price per share        offering price    registration fee
       ----------------         ----------          ---------------        --------------    ----------------
  ------------------------------------------------------------------------------------------------------------
  <S>                       <C>                       <C>                <C>                     <C>
  Common Stock,
  $.001 par value           1,314,470 shares(1)       $19.6875(2)        $25,878,628.13 (2)      $7,843(3)
  ============================================================================================================
  <FN>
  
  --------------------------
  (1)  To be offered by the Registrant pursuant to the Plan described herein.
  
  (2)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Registrant's
       Common Stock on the Nasdaq National Market on October 29, 1996 in
       accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  (3)  Computed in accordance with Securities Act Rules 457(c) and (h).
  
  </TABLE>
  
  
  
  <PAGE>   2
  
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the 1993 Incentive Stock Plan of Millennium Pharmaceuticals,
  Inc., a Delaware corporation (the "Registrant") pursuant to Rule 428(b)(1) of
  the Securities Act of 1933, as amended (the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3.  Incorporation of Certain Documents by Reference.
                -----------------------------------------------
   
       The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are filed with the
  Commission, are incorporated in this Registration Statement by reference:
  
            (1)  The Registrant's latest annual report filed pursuant to Section
                 13(a) or 15(d) of the Exchange Act, or the latest prospectus
                 filed pursuant to Rule 424(b) under the Securities Act that
                 contains, either directly or by incorporation by reference,
                 audited financial statements for the Registrant's latest fiscal
                 year for which such statements have been filed.
  
            (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
                 Exchange Act since the end of the fiscal year covered by the
                 document referred to in (1) above.
  
            (3)  The description of the Common Stock, par value $.001 per share
                 ("Common Stock"), contained in the Registrant's Registration
                 Statement on Form 8-A filed under the Exchange Act, including any
                 amendment or report filed for the purpose of updating such
                 description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
  
  
  <PAGE>   3
  
  
  
  
       Item 4.  Description of Securities.
                -------------------------
   
       Not applicable.
  
       Item 5.  Interests of Named Experts and Counsel.
                --------------------------------------
   
       Not applicable.
  
       Item 6.  Indemnification of Directors and Officers.
                -----------------------------------------
   
       Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be personally
  liable for any monetary damages for any breach of fiduciary duty as a director,
  except to the extent that the Delaware General Corporation Law prohibits the
  elimination or limitation of liability of directors for breach of fiduciary
  duty.
  
       Article NINTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement incurred in connection with any
  litigation or other legal proceeding (other than an action by or in the right of
  the Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant 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
  Registrant, and, with respect to any criminal action or proceeding, has no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant 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
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a Director or
  officer at his request, provided that he undertakes to repay the amount advanced
  if it is ultimately determined that he is not entitled to indemnification for
  such expenses.
  
                                        -2-
  
  <PAGE>   4
  
  
  
  
       Indemnification is required to be made promptly unless the Registrant
  determines that the applicable standard of conduct required for indemnification
  has not been met. In the event the Registrant denies a request for
  indemnification, or if the Registrant fails to dispose of a request for
  indemnification within 60 days after such payment is claimed by the indemnitee,
  such person is permitted to petition the court to make an independent
  determination as to whether such person is entitled to indemnification. As a
  condition precedent to the right of indemnification, the director or officer
  must give the Registrant notice of the action for which indemnity is sought and
  the Registrant has the right to participate in such action or assume the defense
  thereof.
  
       Article NINTH of the Registrant's Amended and Restated Certificate of
  Incorporation further provides that the indemnification provided therein is not
  exclusive.
  
       Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have 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, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
       Item 7.  Exemption from Registration Claimed.
                -----------------------------------
   
       Not applicable.
  
       Item 8.  Exhibits.
                -------- 
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
                                        -3-
  
  <PAGE>   5
  
  
  
  
       Item 9.  Undertakings.
                ------------
  
       1.   The Registrant hereby undertakes:
  
            (a)  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;
  
                (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, represent 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) 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; and
  
                (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 (i) and (ii) do not apply if
                 the registration statement is on Form S-3 or Form S-8, and 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(a) or Section 15(d) of the
                 Exchange Act that are incorporated by reference in the
                 registration statement.
  
                                        - 4 -
  
  
  <PAGE>   6
  
  
  
  
            (b)  That, for the purpose of determining any liability under the
                 Securities Act, 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.
  
            (c)  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.
  
       2. The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in the 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.
  
       3. Insofar as indemnification for liabilities arising under the Securities
  Act 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 Commission such indemnification is
  against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        - 5 -
  
  
  <PAGE>   7
  
  
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, 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 the City of Cambridge, Commonwealth of Massachusetts on the 31st
  day of October, 1996.
  
                                             MILLENNIUM PHARMACEUTICALS, INC.
  
                                             By:  /s/ Mark J. Levin
                                                  -----------------
                                                  Mark J. Levin
                                                  Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Millennium Pharmaceuticals,
  Inc. hereby severally constitute Mark J. Levin, Harry F. Arader, Jr. and Steven
  D. Singer, and each of them singly, our true and lawful attorneys with full
  power to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable Millennium Pharmaceuticals, Inc. to comply with
  all requirements of the Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
                                        - 6 -
  
  
  <PAGE>   8
  
  
  
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  
        Signature                        Title                        Date
        ---------                        -----                        ----
  
  /s/ Mark J. Levin              Chief Executive Officer and      October 31, 1996
  --------------------------     Director (Principal Executive     
  Mark J. Levin                  Officer)                      
                                 
  
  /s/ Harry F. Arader, Jr.       Chief Financial Officer          October 31, 1996
  --------------------------     (Principal Financial and  
  Harry F. Arader, Jr.           Accounting Officer)       
                                 
  
  /s/ Joshua Boger               Director                         October 31, 1996
  --------------------------
  Joshua Boger
  
  /s/ Eugene Cordes              Director                         October 31, 1996
  --------------------------
  Eugene Cordes
  
  /s/ A. Grant Heidrich, III     Director                         October 31, 1996
  --------------------------
  A. Grant Heidrich, III
  
  /s/ William W. Helman          Director                         October 31, 1996
  --------------------------
  William W. Helman
  
  /s/ Raju Kucherlapati          Director                         October 31, 1996
  --------------------------
  Raju Kucherlapati
  
  /s/ Eric Lander                Director                         October 31, 1996
  --------------------------
  Eric Lander
  
  /s/ Michael Steinmetz          Director                         October 31, 1996
  --------------------------         
  Michael Steinmetz
  
  
  
                                        - 7 -
  
  
  <PAGE>   9
  
  
  
  
                                    EXHIBIT INDEX
  
  Exhibit Number                       Description
  --------------                       -----------
  
        4.1          Amended and Restated Certificate of Incorporation of the
                     Registrant (incorporated herein by reference
                     to Exhibit 4.1 to the Registrant's Quarterly
                     Report on Form 10-Q, filed June 20, 1996).
  
        4.2          Restated By-Laws of the Registrant
                     (incorporated herein by reference to Exhibit
                     4.2 to the Registrant's Quarterly Report on
                     Form 10-Q, filed June 20, 1996).
  
        4.3          Specimen Certificate representing shares of the Registrant's
                     $.001 par value Common Stock (incorporated herein by
                     reference to Exhibit 4.1 to Amendment No. 2 to the
                     Registrant's Registration Statement on Form S-1, filed May
                     2, 1996).
  
       5.1*          Opinion of Hale and Dorr.
  
       23.2*         Consent of Ernst & Young LLP.
  
       24.1*         Consent of Hale and Dorr (included in Exhibit 5.1).
  
       25.1*         Power of Attorney (see signature pages of this Registration
                     Statement).
  
  ---------------
  *  Filed herewith.  All other exhibits previously filed.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "MILLENNIUM PHARMACEUTICALS, INC.", "secsgml_size_bytes": 20435}]
metadata_filer: {"company-data": {"conformed-name": "MILLENNIUM PHARMACEUTICALS INC", "cik": "0001002637", "assigned-sic": "2834", "irs-number": "043177038", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15355", "film-number": "96651932"}, "business-address": {"street1": "640 MEMORIAL DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6176797000"}}
text: 1
                As filed with the Securities and Exchange Commission
                                  November 1, 1996
  
                                                   Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                          MILLENNIUM PHARMACEUTICALS, INC.
               (Exact name of registrant as specified in its charter)
  
       DELAWARE                                               04-3177038
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                     Identification Number)
  
                                 640 MEMORIAL DRIVE
                           CAMBRIDGE, MASSACHUSETTS 02139
                 (Address of Principal Executive Offices) (Zip Code)
  
                              1993 INCENTIVE STOCK PLAN
                              (Full title of the plan)
  
                                    MARK J. LEVIN
                               CHIEF EXECUTIVE OFFICER
                          MILLENNIUM PHARMACEUTICALS, INC.
                                 640 MEMORIAL DRIVE
                           CAMBRIDGE, MASSACHUSETTS 02139
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (617) 679-7000
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ============================================================================================================
                                                       Proposed               Proposed      
      Title of Securities      Amount to be        maximum offering      maximum aggregate      Amount of
       to be Registered         Registered          price per share        offering price    registration fee
       ----------------         ----------          ---------------        --------------    ----------------
  ------------------------------------------------------------------------------------------------------------
  Common Stock,
  $.001 par value           1,314,470 shares(1)       $19.6875(2)        $25,878,628.13 (2)      $7,843(3)
  ============================================================================================================
  --------------------------
  (1)  To be offered by the Registrant pursuant to the Plan described herein.
  
  (2)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Registrant's
       Common Stock on the Nasdaq National Market on October 29, 1996 in
       accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  (3)  Computed in accordance with Securities Act Rules 457(c) and (h).
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the 1993 Incentive Stock Plan of Millennium Pharmaceuticals,
  Inc., a Delaware corporation (the "Registrant") pursuant to Rule 428(b)(1) of
  the Securities Act of 1933, as amended (the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3.  Incorporation of Certain Documents by Reference.
                -----------------------------------------------
   
       The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are filed with the
  Commission, are incorporated in this Registration Statement by reference:
  
            (1)  The Registrant's latest annual report filed pursuant to Section
                 13(a) or 15(d) of the Exchange Act, or the latest prospectus
                 filed pursuant to Rule 424(b) under the Securities Act that
                 contains, either directly or by incorporation by reference,
                 audited financial statements for the Registrant's latest fiscal
                 year for which such statements have been filed.
  
            (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
                 Exchange Act since the end of the fiscal year covered by the
                 document referred to in (1) above.
  
            (3)  The description of the Common Stock, par value $.001 per share
                 ("Common Stock"), contained in the Registrant's Registration
                 Statement on Form 8-A filed under the Exchange Act, including any
                 amendment or report filed for the purpose of updating such
                 description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  3
  
       Item 4.  Description of Securities.
                -------------------------
   
       Not applicable.
  
       Item 5.  Interests of Named Experts and Counsel.
                --------------------------------------
   
       Not applicable.
  
       Item 6.  Indemnification of Directors and Officers.
                -----------------------------------------
   
       Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be personally
  liable for any monetary damages for any breach of fiduciary duty as a director,
  except to the extent that the Delaware General Corporation Law prohibits the
  elimination or limitation of liability of directors for breach of fiduciary
  duty.
  
       Article NINTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement incurred in connection with any
  litigation or other legal proceeding (other than an action by or in the right of
  the Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant 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
  Registrant, and, with respect to any criminal action or proceeding, has no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant 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
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a Director or
  officer at his request, provided that he undertakes to repay the amount advanced
  if it is ultimately determined that he is not entitled to indemnification for
  such expenses.
  
                                        -2-
  4
  
       Indemnification is required to be made promptly unless the Registrant
  determines that the applicable standard of conduct required for indemnification
  has not been met. In the event the Registrant denies a request for
  indemnification, or if the Registrant fails to dispose of a request for
  indemnification within 60 days after such payment is claimed by the indemnitee,
  such person is permitted to petition the court to make an independent
  determination as to whether such person is entitled to indemnification. As a
  condition precedent to the right of indemnification, the director or officer
  must give the Registrant notice of the action for which indemnity is sought and
  the Registrant has the right to participate in such action or assume the defense
  thereof.
  
       Article NINTH of the Registrant's Amended and Restated Certificate of
  Incorporation further provides that the indemnification provided therein is not
  exclusive.
  
       Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have 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, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
       Item 7.  Exemption from Registration Claimed.
                -----------------------------------
   
       Not applicable.
  
       Item 8.  Exhibits.
                -------- 
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
                                        -3-
  5
  
       Item 9.  Undertakings.
                ------------
  
       1.   The Registrant hereby undertakes:
  
            (a)  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;
  
                (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, represent 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) 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; and
  
                (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 (i) and (ii) do not apply if
                 the registration statement is on Form S-3 or Form S-8, and 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(a) or Section 15(d) of the
                 Exchange Act that are incorporated by reference in the
                 registration statement.
  
                                        - 4 -
  6
  
            (b)  That, for the purpose of determining any liability under the
                 Securities Act, 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.
  
            (c)  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.
  
       2. The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in the 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.
  
       3. Insofar as indemnification for liabilities arising under the Securities
  Act 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 Commission such indemnification is
  against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        - 5 -
  7
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, 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 the City of Cambridge, Commonwealth of Massachusetts on the 31st
  day of October, 1996.
  
                                             MILLENNIUM PHARMACEUTICALS, INC.
  
                                             By:  /s/ Mark J. Levin
                                                  -----------------
                                                  Mark J. Levin
                                                  Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Millennium Pharmaceuticals,
  Inc. hereby severally constitute Mark J. Levin, Harry F. Arader, Jr. and Steven
  D. Singer, and each of them singly, our true and lawful attorneys with full
  power to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable Millennium Pharmaceuticals, Inc. to comply with
  all requirements of the Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
                                        - 6 -
  8
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  
        Signature                        Title                        Date
        ---------                        -----                        ----
  
  /s/ Mark J. Levin              Chief Executive Officer and      October 31, 1996
  --------------------------     Director (Principal Executive     
  Mark J. Levin                  Officer)                      
                                 
  
  /s/ Harry F. Arader, Jr.       Chief Financial Officer          October 31, 1996
  --------------------------     (Principal Financial and  
  Harry F. Arader, Jr.           Accounting Officer)       
                                 
  
  /s/ Joshua Boger               Director                         October 31, 1996
  --------------------------
  Joshua Boger
  
  /s/ Eugene Cordes              Director                         October 31, 1996
  --------------------------
  Eugene Cordes
  
  /s/ A. Grant Heidrich, III     Director                         October 31, 1996
  --------------------------
  A. Grant Heidrich, III
  
  /s/ William W. Helman          Director                         October 31, 1996
  --------------------------
  William W. Helman
  
  /s/ Raju Kucherlapati          Director                         October 31, 1996
  --------------------------
  Raju Kucherlapati
  
  /s/ Eric Lander                Director                         October 31, 1996
  --------------------------
  Eric Lander
  
  /s/ Michael Steinmetz          Director                         October 31, 1996
  --------------------------         
  Michael Steinmetz
  
                                        - 7 -
  9
  
                                    EXHIBIT INDEX
  
  Exhibit Number                       Description
  --------------                       -----------
  
        4.1          Amended and Restated Certificate of Incorporation of the
                     Registrant (incorporated herein by reference
                     to Exhibit 4.1 to the Registrant's Quarterly
                     Report on Form 10-Q, filed June 20, 1996).
  
        4.2          Restated By-Laws of the Registrant
                     (incorporated herein by reference to Exhibit
                     4.2 to the Registrant's Quarterly Report on
                     Form 10-Q, filed June 20, 1996).
  
        4.3          Specimen Certificate representing shares of the Registrant's
                     $.001 par value Common Stock (incorporated herein by
                     reference to Exhibit 4.1 to Amendment No. 2 to the
                     Registrant's Registration Statement on Form S-1, filed May
                     2, 1996).
  
       5.1*          Opinion of Hale and Dorr.
  
       23.2*         Consent of Ernst & Young LLP.
  
       24.1*         Consent of Hale and Dorr (included in Exhibit 5.1).
  
       25.1*         Power of Attorney (see signature pages of this Registration
                     Statement).
  
  ---------------
  *  Filed herewith.  All other exhibits previously filed.