MACROCHEM CORPORATION
                              110 HARTWELL AVENUE
                         LEXINGTON, MASSACHUSETTS 02421
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                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                 JUNE 28, 2001
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     The  undersigned  hereby  appoints  Robert  J.  Palmisano  and  Bernard  R.
Patriacca,  or either of them, with power of  substitution  to each,  proxies to
vote at the Annual Meeting of Stockholders of MacroChem Corporation,  to be held
on June 28, 2001 at the offices of Ropes & Gray, One  International  Place, 36th
Floor, Boston,  Massachusetts,  at 10:00 a.m., local time, or at any adjournment
thereof,  all of the  shares  of Common  Stock,  par value  $.01 per  share,  of
MacroChem  Corporation  that  the  undersigned  would  be  entitled  to  vote if
personally present. The undersigned  instructs such proxies or their substitutes
to act on the followig matters as specified by the  undersigned,  and to vote in
such manner as they may  determine on any other  matters that may properly  come
before the meeting.

     This proxy when properly  executed will be voted in the manner  directed by
the  undersigned  stockholder(s).  If no contrary  direction is made, this proxy
will be  voted  FOR the  election  of all  nominees  for  director  named on the
reverse,  FOR the  ratification  of the  selection  of  Deloitte & Touche LLP as
auditors for the fiscal year ending  December 31, 2001,  FOR the approval of the
2001  Incentive  Plan and in the discretion of the named proxies as to any other
matter that may properly come before the meeting.

1.   Election of Directors:     FOR all nominees        _____
                                AGAINST all nominees    _____

     The undersigned  hereby GRANTS authority to elect the following nominees as
     Directors.  Instruction:  To withhold  authority to vote for any individual
     nominee, draw a line through that nominee's name.

     Nominee:   Robert J. Palmisano
                John L. Zabriskie
                Peter G. Martin
                Michael A. Davis
                Robert J. DeLuccia
                Paul S. Echenberg

2.   To ratify the appointment of Deloitte & Touche LLP, as independent auditors
     for the Corporation for the fiscal year ending December 31, 2001.

     FOR _____          AGAINST _____           ABSTAIN _____

3.   To approve the Corporation's 2001 Incentive Plan.

     FOR _____          AGAINST _____           ABSTAIN _____

4.   To consider and act upon any other  matters  that may properly  come before
     the meeting or any adjournment thereof.

Please check the box at right if you plan to attend meeting in person.  _____

SIGNATURE
Title (if any)______________________________________________DATE______________

SIGNATURE
Title (if any)______________________________________________DATE______________

NOTE:  Please sign exactly as name appears on this card. All joint owners should
sign.  When signing as  executor,  attorney,  administrator  or guardian or as a
custodian for a minor, please give full title as such. If a corporation,  please
sign in full corporate name and indicate signer's office. If a partnership, sign
in the partnership name.