Washington, D.C. 20549

                                   FORM 8-K/A

                                 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)

                 (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. amends and restates its Current Report on Form
8-K filed September 5, 2002 as follows:

      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. Such shares will not be
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirement. 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. 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 drug, preparation and filing of
additional investigational new drug applications with the U.S. Food and Drug
Administration, and continuation of preclinical experiments. As disclosed in the
Company's Quarterly Report noted above, the Company is conducting planning
activities for 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).


      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/ Maureen Foley
                                            Maureen Foley, Chief Operating

Date: September 18, 2002