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Exhibit 99.2


CELL PATHWAYS COMPLETES ANALYSIS OF PHASE III APC TRIAL;
NDA FILING PLANNED FOR SUMMER


         HORSHAM, PA (JUNE 15, 1999): Cell Pathways, Inc. (Nasdaq: CLPA) today
announced that it had concluded the evaluation of the Phase III trial of its
lead investigational drug, exisulind, in familial polyposis ("APC"). In the
patient group targeted by the study, i.e., those who form between approximately
10 and 40 polyps per year, exisulind demonstrated statistically significant
reduction in new polyp formation when compared to placebo. The Company plans to
file a New Drug Application ("NDA") with the Food and Drug Administration
("FDA") this summer and to amend that filing in the fourth quarter with
additional data that have been requested by the FDA. There can be no assurance
that the data submitted will be sufficient to warrant approval.

         The recently concluded Phase III trial was a randomized, double-blind,
multi-center, placebo-controlled study conducted at seven centers in the United
States and at additional centers in Sweden, Israel and the United Kingdom.
Whereas the Phase I/II trial of exisulind in APC was an open-label regression
study which demonstrated the overall regression/prevention effect of exisulind,
the Phase III trial was a prevention trial designed to compare the cumulative
number of new polyps formed over twelve months by the drug and placebo groups.
Eligible patients were those who form approximately 10 to 40 polyps per year.
Patients were fully ablated (had all polyps removed) at the start of the study,
at the end of 6 months and at the end of 12 months. The study enrolled 73
patients and ended in January of 1999.

         The Phase III study data revealed a higher degree of variability in
polyp formation by APC patients than previously thought by experts in the
disease. Reduction in new polyp formation was not statistically significant in
the sixty-five patients who completed the 12-month study. Detailed examination
indicated that only thirty-four of these patients met the study inclusion
criterion of forming approximately 10 to 40 polyps per year. In this target
group of thirty-four, the fifteen patients on exisulind showed a reduction in
new polyp formation of greater than 50% as compared with the nineteen patients
on placebo, with a `p' value of less than 0.05. A report of the study is planned
to be submitted to a peer review journal.

         The Company has reviewed a summary of the results of the Phase III APC
trial with the FDA in a pre-NDA meeting. At the request of the FDA, in light of
the relatively low percentage of Phase III trial participants meeting inclusion
criteria, the Company will be assembling additional clinical data on exisulind
from other ongoing APC trials. The Company anticipates completing an NDA filing
during the summer and amending that filing with the requested additional
efficacy data in the fourth quarter of 1999. The Company cautions that neither
the filing of an NDA nor the submission of additional data provides assurance
that exisulind will be found to be of sufficient safety and efficacy to warrant
marketing approval for APC. Marketing approval, if ultimately granted, would
come only after thorough, detailed review by the FDA of all data, including the
data not yet submitted.

         "We believe that the data from this polyp prevention trial complement
the data from the polyp regression trial," said Rifat Pamukcu, M.D., chief
scientific officer of the Company. "As we noted in our May 6 announcement with
respect to the interim results of the prostate study, we have now demonstrated
activity of our selective apoptotic antineoplastic drug (SAAND) technology in
two quite different human indications. We find these results encouraging as we
continue the clinical development of exisulind for both indications and the
broader program in other precancerous and cancerous indications to treat
neoplasia without adversely affecting normal tissue."

         APC is a relatively rare inherited disease characterized by the
development of hundreds to thousands of adenomatous polyps in the colon and the
progression to colon cancer if left untreated. Most APC patients have a
substantial portion of their large intestine removed by age 20. Those who retain
rectal tissue continue to develop adenomatous polyps, are monitored by endoscopy
two to four times each year, and have polyps removed at many of these
examinations. In order to address this orphan drug population, Cell Pathways
commenced Phase I clinical trials of exisulind in February of 1994 and a Phase
I/II trial in 18 APC patients in August of 1995.


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         Cell Pathways, Inc. is a development stage pharmaceutical company
focused on the development and commercialization of products to prevent and
treat cancer. Exisulind is the Company's lead compound. Exisulind and other Cell
Pathways SAAND compounds inhibit a cyclic GMP phosphodiesterase and induce
apoptosis (programmed cell death), but do not inhibit cyclooxygenase (COX) or
produce the gastric and renal toxicities reported to be associated with the COX
inhibitors and other NSAIDs. The Company has identified over 500 compounds, in
multiple chemical classes, many of which have shown in vitro significantly
greater apoptotic activity than exisulind. The selectivity of these compounds
for neoplastic cells is expected to yield potential agents to treat precancerous
and cancerous cells without the toxicities associated with conventional
chemotherapeutic agents. Cell Pathways recently commenced Phase I trials of
CP461, a compound with higher apoptotic potency, which will be targeted for use
in cancer indications. For additional information on Cell Pathways, Inc., visit
the Company's website at http://www.cellpathways.com.

Certain statements made herein, and oral statements made in respect hereof,
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are those which
express plan, anticipation, intent, contingency or future development and/or
otherwise are not statements of historical fact. These statements are subject to
risks and uncertainties, known and unknown, which could cause actual results and
developments to differ materially from those expressed or implied in such
statements. Such risks and uncertainties relate to, among other factors, the
absence of approved products; history of operating losses; early stage of
development; the costs, delays and uncertainties inherent in basic
pharmaceutical research, drug development and clinical trials, with respect to
both the Company's current product candidates and its future product candidates,
if any; dependence on development of exisulind; the limitations on, or absence
of, the predictive value of data obtained in laboratory tests, animal models and
human clinical trials when planning additional steps in product development; the
uncertainty of obtaining regulatory approval, including uncertainty in
connection with the adequacy of the data generated in the clinical trials of
exisulind for APC, and the timing and scope of any approval received; acceptance
by providers of healthcare reimbursement; the validity, scope and enforceability
of patents; the actions of competitors; dependence upon third parties; product
liability; the need for further financing; and other risks detailed in Cell
Pathways, Inc. reports filed from time to time under the Securities Act of 1933
and/or the Securities Exchange Act of 1934, including the sections entitled
"Business" and "Risk Factors" in the Company's report on Form 10-K for the year
ended December 31, 1998. Given these uncertainties, current and prospective
investors are cautioned not to place undue reliance on any such forward-looking
statements. The Company undertakes no obligation to update or revise the
statements made herein or the factors which may relate thereto.



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