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<CIK>0000914201
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<FISCAL-YEAR-END>1231
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<DESCRIPTION>FORM 8-K--3-DIMENSIONAL
<TEXT>
<PAGE>


                                  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

                                  June 27, 2002
                Date of Report (Date of earliest event reported)

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

<TABLE>
<S>                                         <C>                 <C>
           Delaware                            1-16019                       23-2716487
(State or other jurisdiction of             (Commission         (I.R.S. Employer Identification No.)
incorporation or organization)                File No.)
</TABLE>

                     Three Lower Makefield Corporate Center,
                    1020 Stony Hill Road, Yardley, PA 19067
               (Address of principal executive offices) (Zip Code)

                                 (267) 757-7200
              (Registrant's telephone number, including area code)

<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant.

         On June 27, 2002, upon the recommendation of the Registrant's audit
committee, the Registrant's Board of Directors determined to dismiss the firm of
Arthur Andersen LLP ("AA") as the Registrant's independent accountants. The
Registrant had engaged AA as its independent accountants on September 24, 2001.

         AA's report on the financial statements of the Registrant for the last
fiscal year did not contain an adverse opinion or a disclaimer of opinion, and
was not qualified or modified as to uncertainty, audit scope, or accounting
principles. During the period of AA's engagement, there were no disagreements
with AA on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of AA, would have caused it to make reference to the subject
matter of the disagreements in connection with its report, nor were there any
reportable events within the meaning of Item 304 of Regulation S-K.

         On June 27, 2002, upon the recommendation of the Registrant's audit
committee, the Registrant's Board of Directors determined to engage the
accounting firm of KPMG LLP ("KPMG") to act as the Registrant's independent
accountants to audit the Registrant's financial statements, effective June 27,
2002.

         The Company provided AA a copy of the foregoing disclosures. Attached
as Exhibit 16.1 is a copy of AA's letter dated June 28, 2002 stating that it has
found no basis for disagreement with such statements.

         During the Registrant's two most recent fiscal years and the interim
period preceeding March 31, 2002, the Registrant did not consult with KPMG
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the financial statements of the Registrant. In addition,
the Registrant did not consult with KPMG during the Registrant's two most recent
fiscal years and the interim period ending on March 31, 2002, regarding any
matter that was the subject of a disagreement or a reportable event.

Item 7.  Financial Statements and Exhibits.

(c)      Exhibits.

16.1     Letter from Arthur Andersen, LLP

<PAGE>

                                   SIGNATURES

         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.

                                             3-Dimensional Pharmaceuticals, Inc.
                                             (Registrant)

Date: July 2, 2002                           By: /s/ Scott M. Horvitz
                                                --------------------------------
                                                 Scott M. Horvitz
                                                 Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

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

16.1            Letter from Arthur Andersen, LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>3
<FILENAME>dex161.txt
<DESCRIPTION>LETTER
<TEXT>
<PAGE>

                                                                    Exhibit 16.1

                                                              [LOGO OF ANDERSEN]

                      [LETTERHEAD OF ARTHUR ANDERSEN LLP]

JUNE 28, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549

Dear Sir/Madam:

The representations made in this letter are based solely on discussions with and
representations from the engagement partner on the audit of the financial
statements of this registrant for the fiscal year ended December 31, 2001. That
individual is no longer with Arthur Andersen LLP. We have read the first four
paragraphs of Item 4 included in the Form 8-K dated June 27, 2002 of
3-Dimensional Pharmaceuticals, Inc. to be filed with the Securities and Exchange
Commission and have found no basis for disagreement with the statements
contained therein.

Very truly yours,
/s/ Arthur Andersen LLP

cc: Mr. Scott M. Horvitz, Chief Financial Officer
    3-Dimensional Pharmaceuticals, Inc.

</TEXT>
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