As filed with the Securities and Exchange Commission on April, 12, 2007
Registration No. 333-_____
- -------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MACROCHEM CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 04-2744744
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

40 WASHINGTON STREET, SUITE 220
WELLESLEY HILLS, MASSACHUSETTS 02481
(Address, including Zip Code, of Principal Executive Offices)

MACROCHEM CORPORATION 2001 INCENTIVE PLAN
OPTION CERTIFICATE FOR ROBERT J. DELUCCIA
OPTION CERTIFICATE FOR BERNARD R. PATRIACCA
OPTION CERTIFICATE FOR GLENN E. DEEGAN
OPTION CERTIFICATE FOR JOHN L. ZABRISKIE
OPTION CERTIFICATE FOR JEFFREY B. DAVIS
OPTION CERTIFICATE FOR HOWARD S. FISCHER
OPTION CERTIFICATE FOR MICHAEL A. DAVIS
OPTION CERTIFICATE FOR PETER J. MARTIN
OPTION CERTIFICATE FOR ROBERT J. DELUCCIA
OPTION CERTIFICATE FOR PAUL S. ECHENBERG
(Full title of the plan)

ROBERT J. DELUCCIA, CHIEF EXECUTIVE OFFICER
MACROCHEM CORPORATION
40 WASHINGTON STREET, SUITE 220, WELLESLEY HILLS, MASSACHUSETTS 02481
(781) 489-7310
(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
- ------------------------------------ ---------------------- ---------------------- ----------------------- ----------------------
- ------------------------------------ ---------------------- ---------------------- ----------------------- ----------------------

Common stock, $0.01 par value 9,633 (2) $17.22 $165,880.26 $5.09
Common stock, $0.01 par value 2,416 (2) $7.98 $19,279.68 $0.59
Common stock, $0.01 par value 9,521 (2) $10.50 $99,970.50 $3.07
Common stock, $0.01 par value 25,000 (2) $1.05 $26,250.00 $0.81
Common stock, $0.01 par value 18,000 (2) $0.45 $8,100.00 $0.25
Common stock, $0.01 par value 982,000 (2) $0.65 $638,300.00 $19.60
Common stock, $0.01 par value 298,668 (3) $0.41(4) $122,453.88 $3.76
Common stock, $0.01 par value 11,904 (5) $44.52 $529,966.08 $16.27
Common stock, $0.01 par value 945,000 (6) $ 1.62 $1,530,900.00 $47.00
---------------------- ---------------------- ----------------------- ----------------------
TOTALS 2,302,142 $3,141,100.40 $96.43

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminable number of additional
shares of Common Stock that may become issuable pursuant to terms designed
to prevent dilution resulting from stock splits, stock dividends or similar
events.
(2) Represents shares of common stock reserved for issuance upon the exercise
of options previously granted under the 2001 Incentive Plan.
(3) Represents shares of Common Stock reserved for issuance pursuant to options
available for grant (but not yet granted) under the 2001 Incentive Plan.
(4) Estimated solely for the purposes of calculating the amount of the
registration fee. In accordance with Rule 457(h) and (c) of the Securities
Act of 1933, as amended, the price shown is the average of the high and low
selling prices of the common stock on April 10, 2007 as reported on the OTC
Bulletin Board.
(5) Represents shares of Common Stock reserved for issuance upon the exercise
of options granted to our chief executive officer, Robert J. DeLuccia, on
June 20, 2003.
(6) Represents shares of Common Stock reserved for issuance upon the exercise
of options granted on February 10, 2006 to the following independent
directors in connection with their service as directors: John L. Zabriskie
- 45,000; Michael A. Davis - 45,000; Jeffrey B. Davis - 45,000; Howard S.
Fischer - 45,000; Paul S. Echenberg - 45,000; Peter G. Martin - 45,000. In
addition, represents shares of common stock reserved for issuance upon the
exercise of options granted on February 10, 2006 to the following in
connection with their service as executive officers: Robert J. DeLuccia -
350,000; Bernard R. Patriacca - 175,000; Glenn E. Deegan - 150,000.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference except to the
extent any statement or information therein is modified, superseded or replaced
by a statement or information contained in this document or in any other
subsequently filed document incorporated herein by reference:

(A) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2006;

(B) The Registrant's Current Report on Form 8-K filed on February 23, 2007; and

(C) The Description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed under the Exchange Act of
1934, as amended, (File No. 0-13634), including any amendment or reports filed
for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment that indicates that all securities offered have
been sold or that deregisters all securities then remaining unsold, are
incorporated herein by reference from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

Section 145 further provides that a corporation similarly may indemnify any such
person serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, against expenses
actually and reasonably incurred in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
such other court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit.

Our Certificate of Incorporation provides that our directors shall not be
liable to us or our stockholders for monetary damages for breach of fiduciary
duty as a director except to the extent that exculpation from liabilities is not
permitted under the DGCL as in effect at the time such liability is determined.
Our Certificate of Incorporation further provides that we shall indemnify our
directors and officers to the fullest extent permitted by the DGCL.

We have a liability insurance policy in effect which covers certain claims
against any of our officers or directors by reason of certain breaches of duty,
neglect, errors or omissions committed by such person in his or her capacity as
an officer or director.

For the undertaking with respect to indemnification, see Item 9 herein.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

See Exhibit Index immediately following the signature page.

ITEM 9. UNDERTAKINGS.

a. The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.

PROVIDED, HOWEVER, That paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

b. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

c. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Wellesley, Massachusetts on April 12, 2007.

MACROCHEM CORPORATION

BY: /S/ ROBERT J. DELUCCIA
Robert J. DeLuccia
President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of MacroChem Corporation, hereby
severally constitute and appoint Robert J. DeLuccia and Bernard R. Patriacca,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable MacroChem Corporation to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities indicated on April 12, 2007.

/S/ ROBERT J. DELUCCIA Chief Executive Officer, President and
- --------------------------------- Vice Chairman of the Board of Directors
Robert J. DeLuccia (Principal Executive Officer)

/S/ BERNARD R. PATRIACCA Vice President & Chief Financial Officer
- --------------------------------- (Principal Financial and Accounting Officer)
Bernard R. Patriacca

/S/ JOHN L. ZABRISKIE Chairman of the Board of Directors
- ---------------------------------
John L. Zabriskie

/S/ PETER G. MARTIN Director
- ---------------------------------
Peter G. Martin

/S/ MICHAEL A. DAVIS, M.D. Director
- ---------------------------------
Michael A. Davis, M.D.

/S/ JEFFREY B. DAVIS Director
- ---------------------------------
Jeffrey B. Davis

/S/ PAUL S. ECHENBERG Director
- ---------------------------------
Paul S. Echenberg
/S/ HOWARD S. FISCHER Director
- ---------------------------------
Howard S. Fischer

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

5.1 Legal opinion of Ropes & Gray LLP.

10.1 MacroChem Corporation 2001 Incentive Plan incorporated by
reference to Exhibit 99 to our Form S-8 as filed on August 8,
2001 (File No. 333-67080).

10.2 MacroChem Corporation Option Certificate granted to Robert J.
DeLuccia on June 20, 2003.

10.3 MacroChem Corporation Option Certificate granted to John L.
Zabriskie on February 10, 2006.

10.4 MacroChem Corporation Option Certificate granted to Howard S.
Fischer on February 10, 2006.

10.5 MacroChem Corporation Option Certificate granted to Jeffrey B.
Davis on February 10, 2006.

10.6 MacroChem Corporation Option Certificate granted to Michael A.
Davis on February 10, 2006.

10.7 MacroChem Corporation Option Certificate granted to Peter G.
Martin on February 10, 2006.

10.8 MacroChem Corporation Option Certificate granted to Paul S.
Echenberg on February 10, 2006.

10.9 MacroChem Corporation Option Certificate granted to Robert J.
DeLuccia on February 10, 2006.

10.10 MacroChem Corporation Option Certificate granted to Bernard R.
Patriacca on February 10, 2006.

10.11 MacroChem Corporation Option Certificate granted to Glenn E.
Deegan on February 10, 2006.

23.1 Consent of Vitale, Caturano & Company, Ltd., an Independent
Registered Public Accounting Firm.

23.2 Consent of Deloitte & Touche, LLP, an Independent Registered
Public Accounting Firm

23.3 Consent of Ropes & Gray LLP (included in the opinion filed as
Exhibit 5.1).

24.1 Power of attorney pursuant to which amendments to this
registration statement may be filed (included on the signature
pages in Part II hereof).