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): July 28, 2005


                            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
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 (Address of principal executive offices)                     (Zip Code)



       Registrant's telephone number, including area code: (617) 559-0033
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                                 Not Applicable
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         (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 8.01  Other Events.


On July 28, 2005, Pro-Pharmaceuticals, Inc. issued a news release announcing the
termination of SEC investigation. A copy of Pro-Pharmaceuticals' news release is
attached as Exhibit 99.1 hereto and incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.

(c)      Exhibits
99.1  News release of Pro-Pharmaceuticals, Inc. dated July 28, 2005.






                                    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/ David Platt
                                            ---------------------------------
                                                     David Platt
                                                     President and 
                                                     Chief Executive Officer

Date:  July 28, 2005