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): March 10, 2006


                            PRO-PHARMACEUTICALS, INC.
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             (Exact name of registrant as specified in its charter)


            Nevada                 000-32877               04-3562325
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  (State or other jurisdiction    (Commission             (IRS Employer
      of incorporation)           File Number)          Identification No.)


            189 Wells Avenue, Newton, Massachusetts           02459
           (Address of principal executive offices)         (Zip Code)


       Registrant's telephone number, including area code: (617) 559-0033



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    Applicable (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition. On March 10,2006, Pro-Pharmaceuticals issued a news release reporting its unaudited fourth quarter and full year 2005 financial results, ended December 31, 2005, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 News release of Pro-Pharmaceuticals, Inc. dated March 10, 2006, titled, "Pro-Pharmaceuticals Reports Unaudited Fourth Quarter and Full Year 2005 Financial Results".

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. By: /s/ Carl L. Lueders --------------------------------- Carl L. Lueders Chief Financial Officer Date: March 10, 2006

                                                                    Exhibit 99.1

Pro-Pharmaceuticals Reports Unaudited Fourth Quarter and Full Year 2005
                          Financial Results;
          Annual Shareholders Meeting Scheduled for May 25th

    NEWTON, Mass.--(BUSINESS WIRE)--March 10,
2006--Pro-Pharmaceuticals, Inc. (AMEX:PRW), a developer of novel
carbohydrate-based therapeutic compounds, today reported its unaudited
fourth quarter and full year 2005 financial results, ended December
31, 2005.
    For the fourth quarter of 2005, the Company reported a net loss of
$1,749,000, or $0.07 per share, compared with a net loss of
$2,158,000, or $0.07 per share, for the same period in 2004. For the
full year 2005, the Company reported a net loss of $6,544,000, or
$0.24 per share, compared with a net loss of $7,180,000, or $0.28 per
share, for the 2004 fiscal year.
    At December 31, 2005, the Company had cash and cash equivalents of
approximately $4.5 million. On February 14, 2006, the Company
completed a private placement of convertible debentures and warrants
with institutional investors and raised net proceeds of approximately
$9.3 million. With the addition of these funds, the Company believes
it has adequate cash to fund its operations through at least June
2007.
    "We continue to make progress towards our goal to develop and
commercialize our proprietary carbohydrate-based therapeutic
compounds," said David Platt, Ph.D., Chief Executive Officer,
Pro-Pharmaceuticals. "We successfully completed a Phase I trial of our
lead compound, DAVANAT(R), alone and in combination with 5-FU, a
widely used, FDA-approved chemotherapy agent. We have an ongoing Phase
II trial in the U.S. for third- and fourth-line treatment of patients
with colorectal cancer. We initiated a Phase II trial for first-line
treatment of patients with cholangiocarcinoma (bile duct cancer) and
we initiated a European-based Phase III trial for second-line
treatment of patients with colorectal cancer. We continue to develop
and expand our product pipeline. We believe our expertise in
carbohydrates offers opportunities to provide advanced treatment of
cancer, liver, microbial, cardiovascular, and inflammatory diseases,
as well as viral infections."
    Research and development expense for the full year 2005 was
$3,040,000, compared with $3,042,000 for 2004. R&D expense shifted
from pre-clinical activities to clinical trials. General and
Administrative expense for the full year 2005 was $3,615,000, or a 15%
decrease, compared with $4,262,000 incurred during 2004. The decrease
was due principally to a reduction in legal expense.

    Annual Shareholders Meeting

    The Company's Annual Meeting of Shareholders is scheduled to be
held on May 25th at 10 a.m. EDT at the Sheraton-Needham Hotel in
Needham, Massachusetts.

    About DAVANAT(R)

    DAVANAT(R) is a proprietary polysaccharide polymer comprised of
mannose and galactose carbohydrates in a CARBOSOME(TM) formation that
enables the target delivery of chemotherapy drugs to protein receptors
(lectins) on cancer cells.

    Pro-Pharmaceuticals, Inc. - Advancing Drugs Through
Glycoscience(R)

    Pro-Pharmaceuticals is developing novel carbohydrate-based
therapeutic compounds. Initially, the product pipeline is principally
focused on increasing the efficacy and decreasing the toxicity of
approved chemotherapy drugs. The Company has been conducting clinical
and pre-clinical studies with 5-FU, leucovorin, irinotecan,
doxorubicin, oxaliplatin, paclitaxel, cisplatin, and bevacizumab
(AVASTIN(R)). Results show that DAVANAT(R) exhibits a broad spectrum
of activity with tested drugs. Additional information is available at
www.pro-pharmaceuticals.com.

    FORWARD-LOOKING STATEMENTS: Any statements in this news release
about future expectations, plans and prospects for the Company,
including without limitation statements containing the words
"believes," "anticipates," "plans," "expects," and similar
expressions, constitute forward-looking statements as defined in the
"safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. Because of uncertainties and risks facing the Company,
many of which are outside of the Company's control, future events
could cause actual results to differ materially from those indicated
by such statements. More information about those risks and
uncertainties is contained and discussed in the "Management Discussion
and Analysis of Financial Condition and Results of Operations" and
"Risk Factors" sections of the Company's most recent quarterly or
annual report and in the Company's other reports filed with the
Securities and Exchange Commission. The forward-looking statements
herein represent the Company's views as of the date of this news
release and should not be relied upon to represent the Company's views
as of a subsequent date. While the Company anticipates that subsequent
events may cause the Company's views to change, the Company disclaims
any obligation to update such forward-looking statements.

    DAVANAT and Advancing Drugs Through Glycoscience are registered
trademarks of Pro-Pharmaceuticals. CARBOSOME is a trademark of
Pro-Pharmaceuticals. AVASTIN is a registered trademark of Genentech,
Inc.

    CONTACT: Pro-Pharmaceuticals, Inc.
             Anthony D. Squeglia, 617-559-0033
             squeglia@pro-pharmaceuticals.com