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<CONFORMED-NAME>3 DIMENSIONAL PHARMACEUTICALS INC
<CIK>0000914201
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<STREET1>665 STOCKTON DRIVE
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<DESCRIPTION>3-D PHARMACEUTICALS FORM 8-K 12/18/00
<TEXT>

<PAGE>

================================================================================

                       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): December 18, 2000
                                                         -----------------


                       3-DIMENSIONAL PHARMACEUTICALS, INC.
                 -----------------------------------------------
                 (Exact Name of Registrant Specified in Charter)


         Delaware                      000-30992                23-2716487
      (State or Other               (Commission File         (I.R.S. Employer
       Jurisdiction of                  Number)             Identification No.)
        Incorporation)

            665 Stockton Drive
            Exton, Pennsylvania                                    19341
 ----------------------------------------                       ----------
  (Address of Principal Executive Offices)                       (Zip Code)


       Registrant's telephone number, including area code: (610) 458-8959
                                                           ---------------


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

================================================================================
<PAGE>

Item 5.    Other Events.

     On December 18, 2000, 3-Dimensional Pharmaceuticals, Inc. issued the
following press release attached hereto as Exhibit 99.


Item 7.    Financial Statements and Exhibits.

          (c) Exhibits

              99 Press release dated December 18, 2000.
<PAGE>

                                    SIGNATURE

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

                               3-DIMENSIONAL PHARMACEUTICALS, INC.

                               By  \s\ Scott M. Horvitz
                                   ----------------------
                                   Scott M. Horvitz
                                   Vice President, Finance and Administration

Dated: December 18, 2000
<PAGE>

                                  EXHIBIT INDEX

         Exhibit
         Number            Description
         ------            -----------

         99                Press Release dated December 18, 2000
</TEXT>
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<TYPE>EX-99
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PRESS RELEASE DATED DECEMBER 18, 2000
<TEXT>

<PAGE>

                                                                      EXHIBIT 99

FOR IMMEDIATE RELEASE

For 3DP, Contact:                            For Bristol-Myers Squibb, Contact:
\----------------                            ----------------------------------

Media
Jerry Parrott                                Tracy Furey
Jerry Parrott & Associates                   609-252-3208 or
703-757-0950 or JParrottNY@aol.com           tracy.furey@bms.com

Investors
Scott Horvitz
Vice President, Finance and Administration
610-458-6043 or horvitz@3dp.com

             3-DIMENSIONAL PHARMACEUTICALS AND BRISTOL-MYERS SQUIBB
                         MODIFY DRUG DISCOVERY ALLIANCE

Exton, PA and Princeton, NJ - December 18, 2000 - 3-Dimensional Pharmaceuticals,
Inc. (Nasdaq: DDDP) and Bristol-Myers Squibb Company (NYSE: BMY) today announced
that the drug discovery alliance announced by the two companies in July of this
year will be modified to reflect an increase in Bristol-Myers Squibb's
commitment to purchase ThermoFluor(R) high throughput screening workstations
from three to seven, and, consequent to the 3DP report of November 3, 2000
concerning a change in the status of its G-protein coupled receptor (GPCR)
crystallization project, removal from the alliance of both a non-exclusive
license to 3DP's protein expression/refolding technology and a non-exclusive
license to 3DP's planned GPCR structural genomics database.

     The modification will result in the return of $4.5 million to Bristol-Myers
Squibb of the $23.5 million in upfront fees announced in July. 3DP expects to
record a charge of approximately $400,000 in connection with the modification of
the alliance in the fourth quarter ending December 31, 2000. Other aspects of
the alliance remain unaffected, and these figures do not reflect the positive
impact of the purchase of ThermoFluor workstations. The price of the
ThermoFluor(R) workstations was not disclosed.

     "The alliance with 3DP continues to be an important component of our
evolving post-genomics strategy," said Elliott Sigal, M.D., Ph.D., senior vice
president, Early Discovery and Applied Technology, Bristol-Myers Squibb. "The
DiscoverWorks(TM) collaboration and the associated licenses remain the major
portion of this alliance. We continue to expect that 3DP technology will help us
address key bottlenecks in advancing novel targets identified in our genomics
programs. As 3DP continues to develop new
<PAGE>

technologies, we will of course be interested in considering the possibility of
gaining access to them, including, we hope, successful crystallization and
structure determination of a GPCR." The alliance is applying 3DP's proprietary
technologies to discover, refine and develop novel small-molecule
pharmaceuticals directed to genome-based biological targets identified by
Bristol-Myers Squibb.

     Under revised terms of the agreement, 3DP has received upfront licensing
and technology access fees amounting to $19 million (reduced from the $23.5
million in upfront fees originally announced). The previous commitment by BMS of
research funding of $14.4 million over the first three years of the
collaboration remains unchanged. Payments related to the purchase of
ThermoFluor(R) workstations are in addition to these amounts. 3DP is also
eligible to receive milestone payments and royalties on sales of resulting
products. Bristol-Myers Squibb will receive exclusive worldwide rights to
compounds discovered or developed through the collaboration, access to 3DP's
proprietary DiscoverWorks(TM) technology platform, which integrates
structure-based drug design, combinatorial chemistry and high-throughput
screening, and non-exclusive licenses for certain patented applications
involving 3DP's DirectedDiversity(R) combinatorial chemistry and
chemi-informatics, and ThermoFluor(R) high throughput screening technology.

     "It is important to note that in the overall scope of our alliance the GPCR
and protein expression/refolding licenses are small components," said 3DP Chief
Executive Officer David C. U'Prichard. "We are pleased that Bristol-Myers Squibb
has decided to purchase additional ThermoFluor(R) workstations and that our
collaboration is progressing well in the other areas. We look forward to
continued progress in the months and years ahead. In addition, it is important
to note that 3DP is continuing and indeed expanding its efforts to successfully
determine the structure of a drug target GPCR."

     Dr. U'Prichard said that ThermoFluor(R) is an automated, high throughput
assay system that measures drug binding affinity through effects on the protein
target's melting temperature. "Because it is an "any target" screening
technology, ThermoFluor(R) is able to rapidly and efficiently discover active
compounds for thousands of new targets identified through genome sequencing
efforts," he said.

     Bristol-Myers Squibb is a $20 billion diversified global health and
personal care company whose mission is to extend and enhance human life. Visit
Bristol-Myers Squibb on the World Wide Web at www.bms.com.

     3-Dimensional Pharmaceuticals, Inc. (http://www.3dp.com) is a post-genomics
drug discovery company dedicated to revolutionizing small-molecule discovery.
3DP has developed and integrated a set
<PAGE>

of proprietary technologies called DiscoverWorks(TM), which accelerates and
improves the drug discovery process and capitalizes on opportunities arising
from human genome sequencing. 3DP technologies can be applied to virtually any
disease target, and can produce compounds suitable for drug development in a
more timely and cost-effective manner and with a higher probability of success
than conventional methods. 3DP is using its technologies both to assist
collaborators in discovering drug candidates, and to discover and develop the
Company's own drug candidates for cardiovascular disease and cancer, which it
currently intends to license at the pre-clinical or early clinical stage.

     Statements in this press release that are not strictly historical are
"forward-looking" statements which involve a high degree of risk and
uncertainty. Such statements are only predictions, and the actual events or
results may differ materially from those projected in such statements. Factors
that could cause or contribute to differences include, but are not limited to,
the matters discussed in this announcement, risks associated with the Company's
new and uncertain technologies, the Company's dependence on existing strategic
alliances, the Company's dependence on patents and proprietary rights, the
Company's protection and enforcement of its patents and proprietary rights, and
development and availability of competitive products or technologies. Certain of
these factors and others are more fully described in the Company's Registration
Statement on Form S-1, as filed with the Securities and Exchange Commission.

                                      # # #
</TEXT>
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