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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-Q/A

                                Amendment No. 1

                Quarterly report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 1999           Commission File No. 000-21429
                                                                       ---------


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


     DELAWARE                                         04-3221586
(State of Incorporation)                 (I.R.S. Employer Identification Number)


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


                                 (781) 395-4100
              (Registrant's Telephone Number, including Area Code)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES________X___________                              NO_____________________

Number of shares outstanding of the registrant's Common Stock as of November 5,
1999:

Common Stock, par value $.01               12,838,465  shares outstanding


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                                EXPLANATORY NOTE

     The sole purpose of this amendment is to re-file Exhibit 10.1, Exhibit 10.2
and Exhibit 10.3 without redaction of certain language for which ArQule no
longer seeks confidential treatment.
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                                  ARQULE, INC.

PART II - OTHER INFORMATION

Item 6(a) - Exhibits:



         EXHIBITS                                DESCRIPTION
         --------                                -----------

                        
             10.1          Technology Acquisition Agreement between and by Pfizer Inc. and ArQule, Inc. dated
                           July 19, 1999

             10.2          Sublease by and among Pfizer Inc. and ArQule, Inc. dated July 16, 1999

             10.3          Research Cooperation Agreement between Bayer AG and ArQule, Inc. dated October 1, 1999

             10.4          Employment Agreement with Philippe Bey dated July 21, 1999



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             11.1          Statement Re Computation of Unaudited Net Income (Loss) Per Share

             27            Financial Data Schedule



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                                  ARQULE, INC.

                                   SIGNATURES

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

                              ArQule, Inc.

Date: December 21, 1999       /s/ James R. Fitzgerald, Jr.
                              -------------------------------------
                              James R. Fitzgerald, Jr.
                              (Vice President, Chief Financial Officer and
                               Treasurer)


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                                  ARQULE, INC.
                                  EXHIBIT INDEX



EXHIBIT NO.                              DESCRIPTION
- -----------                              -----------

                 
      10.1+         Technology Acquisition Agreement between and by Pfizer Inc. and ArQule, Inc. dated
                    July 19, 1999

      10.2+         Sublease by and among Pfizer Inc. and ArQule, Inc. dated July 16, 1999

      10.3+         Research Cooperation Agreement between Bayer AG and ArQule, Inc. dated October 1, 1999

      10.4*         Employment Agreement with Philippe Bey dated July 21, 1999(1)

      11.1          Statement Re Computation of Unaudited Net Income (Loss) Per Share(1)

      27            Financial Data Schedule(1)


- -----------------
+ Confidential treatment has been requested for certain portions of these
Exhibits pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
* Indicates a management contract.
(1) Exhibit was originally filed with the Registrant's Quarterly Report on
Form 10-Q on November 15, 1999 and is not affected by this Form 10-Q/A.

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