UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  September 3, 2002

                            PRO-PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                                     Nevada
                 (State or Other Jurisdiction of Incorporation)

      000-32877                                           04-3562325
(Commission File Number)                       (IRS Employer Identification No.)

  189 Wells Avenue, Suite 200, Newton, Massachusetts                 02459
       (Address of Principal Executive Offices)                    (Zip Code)

                                 (617) 559-0033
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, If Changed Since Last Report)




Item 5. Other Events

      Pro-Pharmaceuticals, Inc. (the "Company") is undertaking as of September
3, 2002 to offer and sell at one dollar per share up to 10,000,000 shares of its
common stock in a private placement exempt from registration pursuant to Rule
506 of Regulation D under the Securities Act of 1933. As previously reported in
the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30,
2002, the Company had commenced in August 2002 a private placement of up to
910,000 units, offered at $7.24 each, of one share of the Company's Series A
Preferred Stock and one warrant exercisable at $5.50 to purchase one share of
its common stock. Due to the difficult capital market conditions for
biotechnology companies, as well as investor response to the Company's August
private placement, the Company has determined to terminate that private
placement and to offer shares at a price it believes will be more attractive to
investors. The Company plans to use proceeds from this private placement
consistent with planned uses disclosed in connection with the August placement,
namely working capital primarily for Phase I clinical trials in humans of the
Company's DAVANAT(TM) product in combination with 5-Fluorouracil (5-FU), a
widely-used cancer chemotherapy, preparation and filing of additional
investigational new drug applications with the U.S. Food and Drug
Administration, and continuation of preclinical experiments. The Company is
conducting the Phase I trials following the FDA's acceptance as of June 26, 2002
of the Company's IND based on data obtained from preclinical toxicity studies in
animals of 5-FU in combination with DAVANAT(TM). The Quarterly Report noted
above discloses additional detail as to the results of such preclinical studies.

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      PRO-PHARMACEUTICALS, INC.
                                            (Registrant)


                                      By: /s/ Maureen Foley
                                          ------------------------------------
                                          Maureen Foley, Chief Operating Officer

Date:  September 5, 2002


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