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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                           ---------------------------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) or 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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                                  ARQULE, INC.
                                  ------------
             (Exact name of Registrant as Specified in its Charter)




             DELAWARE                                  04-3221586
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(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)


              200 BOSTON AVENUE, MEDFORD, MASSACHUSETTS                02155
              -----------------------------------------              ----------
              (Address of Principal Executive Offices)               (Zip Code)



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   If this Form relates to the         If this Form relates to the registration 
   registration of a class of debt     of a class of debt securities and is to 
   securities and is effective upon    become effective simultaneously with the
   filing pursuant to General          effectiveness of a concurrent 
   Instruction A(c)(1) please check    registration statement under the      
   the following box. / /              Securities Act of 1933 pursuant to 
                                       General Instruction A(c)(2) please check
                                       the following box. / /       



SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

         Title of Each Class                   Name of Each Exchange on Which
         to be so Registered                   Each Class is to be Registered
         -------------------                   ------------------------------

               None                                         None
         -------------------                   ------------------------------

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     COMMON STOCK, $0.01 PAR VALUE PER SHARE
                     ---------------------------------------
                                (Title of Class)




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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The description of the shares of Common Stock of ArQule, Inc. (the
"Registrant") registered hereby is contained under the caption "Description of
Capital Stock" on page 40 of the Registrant's Registration Statement on Form S-1
initially filed with the Securities and Exchange Commission on August 29, 1996
and amended on September 24, 1996 (Commission File No. 333-11105), under the
Securities Act of 1933, as amended, and is hereby incorporated by reference.

ITEM 2.  EXHIBITS.

1.   Amended and Restated Certificate of Incorporation of the Registrant, as
amended through the date hereof. Filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 and hereby incorporated by reference.

2.   Form of Certificate of Amendment to the Amended and Restated Certificate 
of Incorporation as proposed to be filed upon effectiveness of the Registrant's
Registration Statement. Filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 and hereby incorporated by reference.

3.   Form of Amended and Restated Certificate of Incorporation of the 
Registrant as proposed to be amended concurrently with the closing of this
offering. Filed as Exhibit 3.3 to the Registrant's Registration Statement on
Form S-1 and hereby incorporated by reference.

4.   By-laws of the Registrant. Filed as Exhibit 3.4 to the Registrant's 
Registration Statement on Form S-1 and hereby incorporated by reference.

5.   Amended and Restated By-Laws of the Registrant as proposed to be amended
concurrently with the closing of this offering. Filed as Exhibit 3.5 to the
Registrant's Registration Statement on Form S-1 and hereby incorporated by
reference.

6.   Specimen Common Stock Certificate, $0.01 par value per share, of the 
Registrant. Filed as Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1 and hereby incorporated by reference.

7.   Specimen Common Stock Purchase Warrant of the Registrant. Filed as Exhibit 
4.2 to the Registrant's Registration Statement on Form S-1 and hereby
incorporated by reference.

8.   1994 Amended and Restated Equity Incentive Plan of the Registrant, as 
amended through October 17, 1994. Filed as Exhibit 10.1 to the Registrant's
Registration Statement on Form S-1 and hereby incorporated by reference.

9.   1996 Employee Stock Purchase Plan of the Registrant. Filed as Exhibit 10.2 
to the Registrant's Registration Statement on Form S-1 and hereby incorporated
by reference.

10.  1996 Director Stock Option Plan of the Registrant. Filed as Exhibit 10.3 
to the Registrant's Registration Statement on Form S-1 and hereby incorporated
by reference.

11.  Investors' Rights Agreement among the Registrant and certain Stockholders 
of the Registrant dated November 2, 1995. Filed as Exhibit 10.5 to the
Registrant's Registration Statement on Form S-1 and hereby incorporated by
reference.


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                                    SIGNATURE


        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                       ARQULE, INC.


Date:  September 24, 1996                By: /s/ Eric B. Gordon
                                           ----------------------------------
                                         Name:  Eric B. Gordon
                                         Title: President and Chief Executive
                                                Officer
















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