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~~

~~February 1, 2007~~Securities ~~(January~~Exchange ~~29,~~Act ~~2007)~~of 1934

February 7, 2007 (February 7, 2007) Date of Report (Date of earliest event reported)

PRAECIS PHARMACEUTICALS INCORPORATED

(Exact Name of Registrant as Specified in Charter)

Delaware

000-30289

04-3200305

(State or other Jurisdiction of Incorporation)

(Commission File No.)

(IRS Employer Identification No.)

830 Winter Street, Waltham, Massachusetts 02451-1420

(Address of principal executive offices, including zip code)

(781) 795-4100 (Registrant's telephone number, including area code)

~~(Registrant’s telephone number, including area code)~~_________________________________________

Not 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:

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

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

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

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

Item 15.01. ~~Entry~~Change ~~Into~~in aControl ~~Material~~of ~~Definitive Agreement~~Registrant.

AsOn ~~previously publicly~~February ~~disclosed~~7, on2007, ~~January~~Pilgrim ~~29,~~Acquisition ~~2007~~Corporation ("Purchaser"), ~~the~~a ~~Company~~Delaware ~~entered~~corporation ~~into~~and ana ~~asset purchase~~wholly-owned ~~agreement~~subsidiary ~~with~~of ~~Speciality~~SmithKline ~~European~~Beecham ~~Pharma~~Corporation, ~~Limited~~a Pennsylvania corporation ("Parent") and a wholly-owned subsidiary of GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (~~“SEP”~~"GSK"), completed its initial cash tender offer (~~such~~the ~~agreement~~"Offer") for all outstanding shares of common stock, par value $0.01 per share (the ~~“Asset~~"Common ~~Purchase~~Stock"), ~~Agreement”~~of PRAECIS PHARMACEUTICALS INCORPORATED, a Delaware corporation (the "Company"), ~~for~~including the associated rights to purchase Series A Junior Participating Preferred Stock, ~~and~~par ~~consummated~~value $0.01 per share, of the ~~sale~~Company (the "Rights"), issued pursuant to ~~SEP thereunder~~the rights agreement, dated as of January 24, ~~certain~~2001, ~~assets~~as ~~owned~~amended, bybetween the Company ~~that~~and ~~are~~American orStock ~~were~~Transfer ~~principally~~& Trust Company, a New York banking corporation, as rights agent ~~used~~(such inCommon Stock, together with the ~~development,~~associated ~~manufacture~~Rights, ~~marketing~~the "Shares"), ~~distribution~~at ~~and~~a ~~sale~~price of ~~Plenaxis®~~$5.00 ~~product~~per Share, net to the seller in cash, without interest (such ~~sale~~price per Share, the ~~“Disposition”~~"Offer Price")~~. The~~, ~~Asset~~less ~~Purchase~~any required withholding taxes, pursuant to the terms of the Agreement ~~contains customary~~and ~~representations~~Plan of Merger, dated as of December 20, 2006 (the "Merger Agreement") by and ~~warranties~~among Parent, ~~covenants~~Purchaser and ~~indemnities~~the Company. The Offer expired at 12:00 midnight, New York City time, on Tuesday, February 6, 2007. Upon expiration of the Offer, Purchaser accepted for payment in accordance with the terms of the Offer all Shares that were validly tendered and not withdrawn prior to expiration of the Offer, and payment for such Shares will be made bypromptly, in accordance with the ~~parties~~ terms of the Offer. GSK and Purchaser have advised the Company that, as ~~set~~of ~~forth~~the ~~therein~~expiration of the Offer, a total of approximately 8,438,685 Shares were validly tendered to Purchaser and not withdrawn, including approximately 182,914 Shares delivered through notices of guaranteed delivery, representing approximately 78.53% of the Shares outstanding. These Shares include 102,538 Shares tendered by two wholly-owned subsidiaries of GSK.

~~Among~~On ~~the~~February ~~assets that~~7, ~~SEP~~2007, ~~has~~GSK ~~acquired~~issued ~~pursuant~~a topress ~~the~~release ~~Asset~~announcing ~~Purchase~~that ~~Agreement~~Purchaser ~~are~~had ~~the~~commenced ~~Company’s rights~~a ~~granted~~subsequent byoffering ~~the~~period ~~United~~for ~~States~~all ~~Food~~remaining ~~and~~untendered ~~Drug~~Shares. The ~~Administration~~subsequent tooffering ~~market Plenaxis®~~period ~~product in~~will ~~the~~expire ~~United~~at ~~States~~5:00 p. ~~SEP~~m., ~~has~~New ~~also acquired~~York ~~all~~City oftime, ~~the~~on ~~Company’s~~Wednesday, ~~equity~~February ~~interest~~14, in2007, ~~its~~unless ~~wholly-owned~~extended. Any ~~subsidiary, PRAECIS~~such ~~Europe~~extension ~~Limited,~~will abe ~~private~~followed ~~limited~~by ~~company~~a ~~incorporated~~public inannouncement ~~England~~no ~~and Wales~~later ~~(“PRAECIS~~than ~~Europe”)~~9:00 a. ~~PRAECIS~~m., ~~Europe~~New isYork ~~the~~City ~~holder~~time, ofon the ~~certificate~~next ofbusiness ~~registration~~day ~~received by~~after ~~PRAECIS~~the ~~Europe~~subsequent ~~from~~offering ~~Bundesinstitut~~period ~~für~~was ~~Arzneimittel~~scheduled ~~und Medizinprodukte~~ to ~~market~~ ~~Plenaxis® product in Germany~~expire.

InThe ~~connection~~same ~~with the~~$5.00 ~~Disposition,~~per onshare ~~January~~price ~~29,~~offered ~~2007,~~in the ~~Company~~prior ~~entered~~offering ~~into~~period awill ~~termination and~~be ~~release~~paid ~~agreement~~during ~~with~~the ~~Baxter~~subsequent ~~Pharmaceutical~~offering ~~Solutions~~period. Purchaser ~~LLC~~will ~~and~~immediately ~~Baxter Healthcare~~accept ~~Corporation~~for ~~(collectively,~~payment ~~“Baxter”). The~~all ~~agreement~~Shares ~~provides~~validly ~~for~~tendered ~~the~~during ~~termination~~this ofsubsequent ~~the~~offering ~~Company’s~~period, ~~commercial supply~~and ~~agreement~~payment ~~with~~will ~~Baxter~~be ~~and~~made ~~mutual~~promptly ~~releases~~after ofacceptance, ~~obligations~~in ~~and~~accordance ~~liabilities~~ with the terms of the ~~Company~~Offer. Procedures ~~and~~for ~~Baxter~~tendering ~~under~~Shares during the ~~supply~~subsequent ~~agreement,~~offering ~~subject~~period toare the ~~survivability~~ ofsame ~~certain~~as ~~provisions~~during ~~including~~the ~~those~~initial ~~relating~~offering toperiod ~~mutual indemnification~~with ~~and~~two ~~confidentiality~~exceptions: ~~and~~(1) Shares tocannot abe ~~covenant~~delivered ~~for~~by the ~~Company~~guaranteed ~~to maintain~~delivery ~~customary~~procedure, ~~commercial~~and ~~product~~(2) ~~liability~~pursuant ~~insurance~~to ~~coverage. The~~Rule ~~commercial~~14d-7(a)(2) ~~supply~~promulgated ~~agreement~~under ~~required~~ the ~~Company~~ toSecurities ~~make~~Exchange ~~minimum~~Act ~~annual~~of ~~purchase~~1934, ~~commitments~~as ~~of $650~~amended,~~000~~ inShares ~~respect~~tendered ~~of each~~during ofthe ~~2007~~subsequent ~~and~~offering ~~2008~~period may not be withdrawn.

~~Also~~The inother ~~connection with~~information ~~the~~required ~~Disposition,~~by ~~the~~Item ~~Company has assigned to SEP the Company’s rights and obligations under its supply agreement with Cambrex Charles City, Inc~~5.01(a) ~~and~~of ~~its development~~Form ~~and~~8-K ~~supply~~is ~~agreement~~contained ~~with~~in ~~Lonza Braine S.A.~~ (~~such~~i) ~~agreements, collectively,~~ the ~~“Manufacturing Agreements”). With~~Company's ~~respect~~Solicitation/Recommendation toStatement ~~future~~on ~~obligations~~Schedule ~~under~~14D-9 (the ~~Manufacturing~~ ~~Agreements~~"Statement"), ~~the~~originally ~~Company~~filed ~~has~~with ~~been granted a full release in respect of~~ the ~~Lonza~~Securities ~~development~~ and ~~supply~~Exchange ~~agreement~~Commission ~~but~~(the ~~has~~"SEC") ~~not~~on ~~received~~January ~~a release~~9, ~~from~~2007, ~~its~~as ~~obligations~~subsequently ~~in respect of future minimum annual commitment payments under the Cambrex supply agreement~~amended, ~~which~~and ~~could~~(ii) ~~arise in~~ the ~~event that~~Tender ~~SEP~~Offer ~~does~~Statement ~~not~~on ~~fulfill~~Schedule ~~its payment obligations thereunder. Under the Asset Purchase Agreement~~TO, ~~SEP~~originally ~~has assumed~~filed ~~the~~by ~~future~~GSK ~~obligations~~with of the ~~Company~~SEC ~~under~~on ~~the~~January ~~Manufacturing Agreements~~9, ~~including the payment of approximately $6.4 million in aggregate minimum annual commitments under such contracts payable in the years~~ 2007 ~~through~~, ~~2010. The~~as ~~Asset~~subsequently ~~Purchase Agreement does not provide for any up-front consideration upon execution~~amended, ~~but requires~~and ~~SEP~~such toinformation ~~make~~is ~~certain~~incorporated ~~payments~~herein ~~after~~by ~~closing (but only if certain preconditions set~~reference.

The foregoing description of the Merger Agreement (including the description of the consideration paid in connection with the Merger) is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on December 21, 2006. The foregoing description of the subsequent offering period is qualified in its entirety by reference to the Tender Offer Statement on Schedule TO filed by GSK on January 9, 2007, as amended, which is attached hereto as Exhibit 20.2 and is incorporated by reference herein.

~~forth~~A incopy of the ~~Asset Purchase~~press ~~Agreement~~release ~~are~~issued ~~met),~~by ~~including~~GSK ~~certain~~announcing ~~royalty payments and reimbursement to~~ the ~~Company~~expiration of ~~approximately~~the ~~$2.15~~offering ~~million~~period ~~that~~and the ~~Company has~~initiation ~~paid in respect~~ of ~~minimum~~the ~~annual~~subsequent ~~commitments~~offering ~~under~~period ~~the~~is ~~Manufacturing Agreements~~attached ~~and~~as ~~the~~Exhibit ~~Baxter~~99.1 ~~commercial~~hereto ~~supply~~and ~~agreement~~is ~~for~~incorporated ~~the~~by ~~year~~reference ~~2006~~herein.

InItem ~~addition,~~8.01. ~~among the~~Other ~~assets being transferred with the Disposition, the Company has granted to SEP a license in connection with the Company’s proprietary Rel-Ease™ drug delivery technology~~Events.

~~The~~On ~~foregoing description~~February is7, ~~qualified~~2007, GSK issued a press release announcing that Purchaser accepted for payment in ~~its~~accordance ~~entirety~~with bythe ~~reference~~terms of the Offer all Shares that were validly tendered and not withdrawn prior to expiration of the ~~copy~~Offer, and payment for such Shares will be made promptly, in accordance with the terms of the ~~Asset Purchase~~Offer ~~Agreement~~and ~~attached~~that ~~hereto~~Purchaser had commenced a subsequent offering period for all remaining untendered Shares. A copy of this press release is attached as Exhibit 1099.1 hereto and is incorporated ~~herein~~ by reference herein.

Item 19.0201. ~~Termination~~Financial ofStatements aand ~~Material Definitive Agreement~~Exhibits.

~~The~~(d) ~~information set forth in the third paragraph of Item 1~~Exhibits.~~01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.~~

~~Item~~Exhibit 220.~~01.~~1 ~~Completion~~Solicitation/Recommendation ofStatement ~~Acquisition~~on orSchedule ~~Disposition~~14D-9 of ~~Assets~~PRAECIS PHARMACEUTICALS INCORPORATED (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on January 9, 2007, as amended).

~~The~~Exhibit ~~closing~~20.2 ofTender ~~the~~Offer ~~Disposition~~Statement ~~occurred~~on ~~concurrently~~Schedule ~~with~~TO ~~the~~(incorporated ~~closing~~by ofreference ~~the~~in ~~Asset~~its ~~Purchase~~entirety ~~Agreement. The~~as ~~information~~originally ~~provided~~filed inwith ~~Item~~the ~~1.01~~Securities ofand ~~this~~Exchange ~~Current~~Commission ~~Report~~ on ~~Form~~January ~~8-K~~9, is2007, ~~incorporated~~as ~~into this Item 2~~amended).~~01 by reference.~~

~~Item~~Exhibit 999.~~01.~~1 ~~Financial~~Press ~~Statements~~Release ~~and~~issued ~~Exhibits~~by GlaxoSmithKline plc on February 7, 2007.

(d)		Exhibits.
Exhibit 10.1		Asset Purchase Agreement dated as of January 29, 2007, between PRAECIS PHARMACEUTICALS INCORPORATED and Speciality European Pharma Limited. †

SIGNATURES

~~† Confidential~~Pursuant ~~treatment~~to ~~has~~the ~~been~~requirements ~~requested~~of ~~for~~the ~~certain~~Securities ~~portions~~Exchange Act of 1934, the registrant has duly caused this ~~exhibit. Omitted~~report ~~portions~~to ~~have~~be ~~been~~signed ~~filed~~on ~~separately~~its ~~with~~behalf by the ~~Securities~~undersigned ~~and~~hereunto ~~Exchange Commission~~duly authorized.

Date: February 7, 2007	PRAECIS PHARMACEUTICALS INCORPORATED


	By:	/ s/ Edward C. English
		Edward C. English
		Vice President, Chief Financial Officer,
		Treasurer and Assistant Secretary

~~SIGNATURES~~ EXHIBIT INDEX

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 hereunto duly authorized.

Exhibit Number	Description
20.1	Solicitation/Recommendation Statement on Schedule 14D-9 of PRAECIS PHARMACEUTICALS INCORPORATED (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on January 9, 2007, as amended).
20.2	Tender Offer Statement on Schedule TO (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on January 9, 2007, as amended).
99.1	Press Release issued by GlaxoSmithKline plc on February 7, 2007.

Date: February 1, 2007	PRAECIS PHARMACEUTICALS INCORPORATED
	By	/s/ Edward C. English
		Edward C. English
		Vice President, Chief Financial Officer,
		Treasurer and Assistant Secretary

EXHIBIT INDEX

Exhibit Number		Description
10.1		Asset Purchase Agreement dated as of January 29, 2007, between PRAECIS PHARMACEUTICALS INCORPORATED and Speciality European Pharma Limited.†

† Confidential treatment has been requested for certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

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