As filed with the Securities and Exchange Commission On May 12, 2000

Registration No. 333-

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------
ENDOREX CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)

--------------
DELAWARE 41-1505029
(State or Other Jurisdiction Of (I.R.S. Employer
Incorporation or Organization) Identification Number)

28101 BALLARD DRIVE, SUITE F
LAKE FOREST, ILLINOIS 60045
(847) 573-8990
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

--------------
FRANK C. REID
VICE PRESIDENT, FINANCE AND CORPORATE DEVELOPMENT
ENDOREX CORPORATION
28101 Ballard Drive, Suite F
Lake Forest, Illinois 60045
(847) 573-8990
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent For Service)

--------------
COPIES TO:
RICHARD R. PLUMRIDGE, ESQ.
BROBECK, PHLEGER & HARRISON LLP
370 Interlocken Blvd, Suite 500
Broomfield, CO 80021
(303) 410-2000

--------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
--------------
CALCULATION OF REGISTRATION FEE

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

Proposed Proposed
Maximum Maximum Amount Of
Title Of Shares To Be Amount To Be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price Fee
- --------------------------------------------------------------------------------

Common Stock, $.001 par
value.................. 3,587,226 $3.16 $11,335,634 $3,151.31
- --------------------------------------------------------------------------------
Common Stock, $.001 par
value, underlying
warrants............... 2,281,297 $3.16 $ 7,208,899 $2,004.07
- --------------------------------------------------------------------------------
Common Stock, $.001 par
value, underlying
preferred stock........ 2,289,346 $3.16 $ 7,234,333 $2,011.14
- --------------------------------------------------------------------------------
Total................... 8,157,869 $3.16 $25,778,866 $7,166.52
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) Based on the average high and low trading prices of the common stock, as
reported on the American Stock Exchange, on May 10, 2000.

--------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
section 8(a), may determine.

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

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. These +
+securities may not be sold until the Registration Statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PROSPECTUS

8,157,869 Shares

ENDOREX CORPORATION

Common Stock

This prospectus relates to the resale of up to 8,157,869 shares of our common
stock by certain of our current stockholders. We are registering our common
stock for resale by the selling stockholders identified in this prospectus.
Once issued, the prices at which such stockholders may sell the shares will be
determined by the prevailing market for the shares or in negotiated
transactions. We will not receive any proceeds from the sale of shares offered
under this prospectus.

Our common stock is traded on the American Stock Exchange (AMEX) under the
symbol "DOR." The closing price on May 10, 2000 was $3.063.

-----------

The shares of common stock of Endorex offered or sold under this prospectus
involve a high degree of risk. See "Risk Factors" beginning on page 3.

-----------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

The date of this prospectus is May 12, 2000

TABLE OF CONTENTS

Page
----

The Company................................................................ 3
Risk Factors............................................................... 3
Forward Looking Information................................................ 9
Use of Proceeds............................................................ 9
Plan of Distribution....................................................... 9
Selling Stockholders....................................................... 11
Where to Find More Information............................................. 14
Legal Matters.............................................................. 15
Experts.................................................................... 15

THE COMPANY

Endorex Corporation is a development stage drug delivery company founded in
1985. Our principal executive office is located in the northern Chicago
suburbs at 28101 Ballard Drive, Suite F, Lake Forest, Illinois 60045 and our
telephone number is (847) 573-8990.

RISK FACTORS

An investment in our shares being offered in this prospectus involves a high
degree of risk and if any of the risks discussed below come to fruition you
may lose all or part of your investment. The U.S. Securities and Exchange
Commission, or SEC, allows us to "incorporate by reference" information that
we file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will periodically update and supersede this
information. In deciding whether to purchase shares of our common stock, you
should carefully consider the following risk factors, in addition to other
information contained in this prospectus, in our most recent annual report on
Form 10-KSB and in any other documents incorporated by reference into this
prospectus from other SEC filings. This prospectus also contains forward-
looking statements that involve risks and uncertainties. Our actual results
could differ materially from those discussed here or incorporated by
reference. Factors that could cause or contribute to differences in our actual
results include those discussed in this section, as well as those discussed
elsewhere in this prospectus and in other documents incorporated by reference
into this prospectus.

If we cannot obtain additional funding, our product development and
commercialization efforts may be reduced or discontinued.

We will require additional funding to sustain our research and development
efforts, provide for future clinical trials, and continue our operations until
we are able to generate sufficient revenue from the sale and/or licensing of
our products. We cannot be certain whether we will be able to obtain required
additional funding on terms satisfactory to us, if at all. In addition, we
have expended, and will continue to expend, substantial funds on the
development of our product candidates and for clinical trials. We currently
have commitments to expend additional funds for the development of the
Orasome(TM) oral delivery system, the MEDIPAD(R) infusion pump for iron
chelation therapy, license contracts, severance arrangements, employment
agreements, and consulting agreements. If we are unable to raise additional
funds when necessary, we may have to reduce or discontinue development,
commercialization or clinical testing of some or all of our product candidates
or enter into financing arrangements on terms that we would not otherwise
accept.

We have had significant losses and anticipate future losses.

We are a development stage company, have experienced significant losses
since inception and have a significant accumulated deficit. We expect to incur
significant additional operating losses in the future and expect cumulative
losses to substantially increase due to expanded research and development
efforts, preclinical studies and clinical trials. All of our products are
currently in development, preclinical studies or clinical trials, and we have
not generated significant revenues from product sales. We do not expect to
generate significant product revenues in the next year. There can be no
guarantee that we will ever generate product revenues sufficient to become
profitable or to sustain profitability.

We are dependent on our joint ventures with Elan Corporation and any future
joint ventures.

Our strategy for research, development and commercialization of certain of
our products is to rely on arrangements with corporate partners. As a result,
our products are dependent upon the success of third parties in performing
preclinical studies and clinical trials, obtaining regulatory approvals,
manufacturing and marketing. In connection with our two joint ventures with
Elan Corporation, plc, or Elan, we are obligated to fund research and
development activities in proportion to our ownership interest in each joint
venture, currently 80.1% of each joint venture, based on the research and
development plan and budget that we mutually agree upon with Elan. If

we do not have sufficient resources to meet our funding obligations under each
of the two Elan joint ventures, we may have to terminate the venture prior to
commercialization or renegotiate the terms of the joint venture with Elan, or
our interest in the venture may be diluted. We intend to pursue additional
collaborations in the future; however, the terms available may not be
acceptable to us and the collaborations may not be successful. In addition,
the amount and timing of resources that our collaborators devote to these
activities are not within our control.

Problems in product development may cause our cash depletion rate to increase.

We have limited experience with clinical trials and if we encounter
unexpected difficulties with our operations or clinical trials, we may have to
expend additional funds, which would increase our cash depletion rate. Our
ability to manage expenses and our cash depletion rate are keys to the
continued development of product candidates and the completion of ongoing
clinical trials. Our cash depletion rate will vary substantially from quarter
to quarter as we fund non-recurring items associated with clinical trials,
product development, patent legal fees and consulting fees.

Our product development and commercialization efforts may not be successful.

Our product candidates, which have not received regulatory approval, are
generally in the early stages of development. If the initial results from any
of the clinical trials are poor, those results will adversely effect our
ability to raise additional capital, which will affect our ability to continue
full-scale research and development for our oral delivery technology. In
addition, product candidates resulting from our research and development
efforts, if any, are not expected to be available commercially for several
years, if at all. Our products, if approved, may not be immediately used by
doctors unfamiliar with our product applications. We or our marketing partner
may be required to implement an aggressive education and promotion plan with
doctors in order to gain market recognition, understanding and acceptance of
our products. Any such effort may be time consuming and might not be
successful. Accordingly, we cannot guarantee that our product development
efforts, including clinical trials, or commercialization efforts will be
successful or that any of our products, if approved, can be successfully
marketed.

Our technology and products may prove ineffective or harmful, or be too
expensive to market successfully.

Our future success is significantly dependent on our ability to develop and
test workable products for which we will seek approval from the U.S. Food and
Drug Administration, or FDA, and/or from the FDA's equivalents in other
countries, to market to certain defined patient groups. The products we are
currently developing will require significant additional laboratory and
clinical testing and investment for the foreseeable future. Although we are
optimistic that we will be able to complete development of one or more
products, our proposed products may not prove to be effective in clinical
trials or they may cause harmful side effects during clinical trials. In
addition, our product candidates, if approved, may prove impracticable to
manufacture in commercial quantities at a reasonable cost and/or with
acceptable quality. Any of these factors could negatively affect our financial
position and results of operations.

Our dependence on a limited number of suppliers may negatively impact our
ability to complete clinical trials and market our products.

Prior to commercial distribution of any of our products, if approved, we
will be required to identify and contract with a commercial supplier or
manufacturer. We cannot guarantee that these suppliers or manufacturers will
be able to qualify their facilities under regulations imposed by the FDA or
that they will be able to label and supply us with drugs in a timely manner,
if at all. Accordingly, any change in our existing or future contractual
relationships with, or an interruption in supply from, any third-party service
provider or supplier could negatively impact our ability to complete clinical
trials and to market our products, if approved.

We do not have a sales force to market our products.

If and when we receive approval from the FDA for our initial product
candidates, the marketing of these products will be contingent upon our
ability to either license these products or enter into marketing agreements
with partner companies or our ability to recruit, develop, train and deploy
our own sales force. We currently intend to sell our products in the United
States and internationally in collaboration with one or more marketing
partners. However, we presently have only one agreement for the licensing or
marketing of our product candidates, and we cannot assure you that we will be
able to enter into any such additional agreements in a timely manner or on
commercially favorable terms, if at all. Additionally, we do not presently
have a sales force, or possess the resources or experience necessary to market
any of our product candidates, if and when they are approved. Development of
an effective sales force requires significant financial resources, time and
expertise. We cannot assure you that we will be able to obtain the financing
necessary to establish such a sales force in a timely or cost effective
manner, if at all, or that such a sales force will be capable of generating
demand for our product candidates, if and when they are approved.

We maintain only limited product liability insurance and may be exposed to
claims if our insurance coverage is insufficient.

The manufacture and sale of our products involves an inherent risk of
product liability claims. We currently have product liability insurance with
limits of liability of $10 million. Because product liability insurance is
expensive and difficult to obtain, we cannot assure you that we will be able
to maintain existing insurance or obtain additional product liability
insurance on acceptable terms or with adequate coverage against potential
liabilities. Our inability to obtain sufficient insurance coverage on
acceptable terms or to otherwise protect against potential product liability
claims in excess of our insurance coverage, if any, could negatively impact
our financial position and results of operations.

We may not be able to compete with our competitors in the biotechnology
industry.

The biotechnology industry is intensely competitive, subject to rapid change
and sensitive to new product introductions or enhancements. Virtually all of
our existing competitors have greater financial resources, larger technical
staffs, and larger research budgets than we have, as well as greater
experience in developing products and conducting clinical trials. Our
competitors in the vaccine delivery field include Aviron, which is developing
a nasal flu vaccine that is in phase III, BioVector, which is in phase II
trials with an intranasal flu vaccine and another major vaccine, specialized
biotechnology firms, universities, and governmental agencies. Our competitors
in the liposomal formulation field include The Liposome Company (owned by Elan
Corporation), NexStar (owned by Gilead Sciences, Inc.) and Sequus (owned by
ALZA Corporation). Our competitors in the field of the oral delivery of drugs
include Emisphere, which has recently started Phase III trials for oral
heparin and phase I trials with oral calcitonin, and is in preclinical
development with oral hormones; Unigene, which has an oral calcitonin product
in phase I; and Protein Delivery which has an oral insulin in early clinical
trials in Europe and the U.S. In addition, there may be other companies which
are currently developing competitive technologies and products or which may in
the future develop technologies and products which are comparable or superior
to our technologies and products. Accordingly, we cannot assure you that we
will be able to compete successfully with our existing and future competitors
or that competition will not negatively affect our financial position or
results of operations in the future.

We may not be successful if we are unable to obtain and maintain patents and
licenses to patents.

Our success depends, in large part, on our ability to obtain and maintain a
proprietary position in our products through patents, trade secrets and orphan
drug designations. We have been granted several United States patents and have
submitted several United States patent applications and numerous corresponding
foreign patent applications, and have also obtained licenses to patents or
patent applications owned by other entities. However, we cannot assure you
that any of these patent applications will be granted or that our patent
licensors will not terminate any of our patent licenses. We also cannot
guarantee that any issued patents will provide competitive

advantages for our products or that any issued patents will not be
successfully challenged or circumvented by our competitors. Further, the laws
of certain countries may not protect our proprietary rights to the same extent
as U.S. law. We are dependent upon our license of oral delivery technology
from MIT, and licenses from Elan in connection with our two joint ventures
with Elan. We cannot assure you that the technology underlying such licenses
will be profitable, or that we will be able to retain licenses for such
technologies or that we will obtain patent protection outside the United
States. To the extent that we rely on trade secret protection and
confidentiality agreements to protect our technology, others may develop
similar technology, or otherwise obtain access to our findings or research
materials embodying those findings. The application of patent law to the field
of biotechnology is relatively new and has resulted in considerable
litigation. There is a substantial risk in the rapidly developing
biotechnology industry that patents and other intellectual property rights
held by us could be infringed by others or that products developed by us or
their method of manufacture could be covered by patents owned by other
companies. Although we believe that our patents and our licensors' patents do
not infringe on any third party's patents, we cannot be certain that we can
avoid litigation involving such patents or other proprietary rights. Patent
and proprietary rights litigation entails substantial legal and other costs,
and we may not have the necessary financial resources to defend or prosecute
our rights in connection with any litigation. Responding to, defending or
bringing claims related to patents and other intellectual property rights may
require our management to redirect our human and monetary resources to address
these claims and may take years to resolve.

Our product development and commercialization efforts may be reduced or
discontinued due to difficulties or delays in clinical trials.

We may encounter unanticipated problems, including development,
manufacturing, distribution, financing and marketing difficulties, during the
product development, approval and commercialization process. Our product
candidates may take longer than anticipated to progress through clinical
trials. In addition, patient enrollment in the clinical trials may be delayed
or prolonged significantly, thus delaying the clinical trials and causing
increased costs. If we experience any such difficulties or delays, we may have
to reduce or discontinue development, commercialization or clinical testing of
some or all of our product candidates.

Our product development and commercialization efforts may be reduced or
discontinued due to delays or failure in obtaining regulatory approvals.

We will need to do substantial additional development and clinical testing
prior to seeking any regulatory approval for commercialization of our product
candidates. Testing, manufacturing, commercialization, advertising, promotion,
export and marketing, among other things, of our proposed products are subject
to extensive regulation by governmental authorities in the United States and
other countries. The testing and approval process requires substantial time,
effort and financial resources and we cannot guarantee that any approval will
be granted on a timely basis, if at all. At least initially, we intend, to the
extent possible, to rely on licensees to obtain regulatory approval for
marketing our products. The failure by us or our licensees to adequately
demonstrate the safety and efficacy of any of our product candidates under
development could delay, limit or prevent regulatory approval of the product,
which may require us to reduce or discontinue development, commercialization
or clinical testing of some or all of our product candidates. Companies in the
pharmaceutical and biotechnology industries have suffered significant setbacks
in conducting advanced human clinical trials, even after obtaining promising
results in earlier trials. Furthermore, the United States Food & Drug
Administration may suspend clinical trials at any time on various grounds,
including a finding that the subjects or patients are being exposed to an
unacceptable health risk. Also, even if regulatory approval of a product is
granted, such approval may entail limitations on the indicated uses for which
it may be marketed. Accordingly, we may experience difficulties and delays in
obtaining necessary governmental clearances and approvals to market our
products, and we may not be able to obtain all necessary governmental
clearances and approvals to market our products.

Our products, if approved, may not be commercially viable due to health care
changes and third-party reimbursement limitations.

Recent initiatives to reduce the federal deficit and to change health care
delivery are increasing cost-containment efforts. We anticipate that Congress,
state legislatures and the private sector will continue to review

and assess alternative benefits, controls on health care spending through
limitations on the growth of private health insurance premiums and Medicare
and Medicaid spending, price controls on pharmaceuticals, and other
fundamental changes to the health care delivery system. Any such changes could
negatively impact the commercial viability of our products, if approved. Our
ability to successfully commercialize our product candidates, if and when they
are approved, will depend in part on the extent to which appropriate
reimbursement codes and authorized cost reimbursement levels of such products
and related treatment are obtained from governmental authorities, private
health insurers and other organizations, such as health maintenance
organizations. In the absence of national Medicare coverage determination,
local contractors that administer the Medicare program, within certain
guidelines, can make their own coverage decisions. Accordingly, there can be
no assurance that any of our product candidates, if approved and when
commercially available, will be included within the then current Medicare
coverage determination or the coverage determination of state Medicaid
programs, private insurance companies and other health care providers. In
addition, third-party payers are increasingly challenging the prices charged
for medical products and services. Also, the trend toward managed health care
and the growth of health maintenance organizations in the United States may
all result in lower prices for our products, if approved and when commercially
available, than we currently expect. The cost containment measures that health
care payers and providers are instituting and the effect of any health care
changes could negatively affect our financial performance, if and when one or
more of our products are approved and available for commercial use.

Our operations and financial performance could be negatively affected if we
cannot attract and retain key personnel.

Our success is dependent, in part, upon a limited number of key executive
officers and technical personnel, including Michael S. Rosen, our President
and Chief Executive Officer, Dr. Robert N. Brey, our Vice President of
Research and Development, and Frank C. Reid, our Vice President of Finance and
Corporate Development. We also believe that our future success will depend
largely upon our ability to attract and retain highly skilled research and
development and technical personnel. We maintain key man insurance only on Mr.
Rosen. We face intense competition in our recruiting activities, including
competition from larger companies with greater resources. We cannot assure you
that we will be successful in attracting or retaining skilled personnel. The
loss of certain key employees or our inability to attract and retain other
qualified employees could negatively affect our operations and financial
performance.

Our stock price is highly volatile and our common stock is thinly traded.

The market price of our common stock, like that of many other development-
stage public pharmaceutical and biotechnology companies, has been highly
volatile and may continue to be so in the future. Factors such as disclosure
of results of preclinical and clinical testing, adverse reactions to products,
governmental regulation and approvals, and general market conditions may have
a significant effect on the market price of the common stock and our other
equity securities. Since it commenced trading on the American Stock Exchange
on August 6, 1998, our common stock has been thinly traded. We cannot
guarantee that a more active trading market will develop in the future.

Investors may suffer substantial dilution.

Endorex has a number of agreements or obligations that may result in
dilution to investors. These include:

. warrants to purchase 2,012,622 shares of common stock at $2.54375 per
share, subject to adjustment, issued in connection with the October 1997
private placement of our common stock;

. warrants to purchase 230,770 shares of common stock at $10.00 per share,
subject to adjustment, held by Elan;

. warrants to purchase 43,334 shares of common stock at $2.3125 per share,
subject to adjustment, held by the Aries Master Fund II and warrants to
purchase 23,334 shares of common stock at $2.3125 per share, subject to
adjustment, held by the Aries Domestic Fund, L.P., both issued on May
19, 1997 pursuant to a senior line of credit that has been subsequently
retired;

. warrants to purchase 452,383 shares of common stock at $5.91, subject to
adjustment, held by certain investors pursuant to the April 2000 private
placement of our common stock;

. warrants to purchase 226,190 shares of common stock at $5.25, subject to
adjustment, issued to the finder in connection with the April 2000
private placement of our common stock;

. conversion rights and dividend rights of preferred stock held by Elan,
consisting of 92,973, subject to adjustment, shares of Series B
Convertible Preferred Stock ($8.0 million original liquidation value)
bearing an 8% cumulative payment-in-kind dividend and convertible at
liquidation value into common stock at $7.38 per share, subject to
adjustment, and 91,218, subject to adjustment, shares of Series C
Exchangeable Convertible Preferred Stock ($8.4 million original
liquidation value) bearing a 7% cumulative payment-in-kind dividend and
which is exchangeable for part of Endorex's interest in one of the joint
ventures with Elan or convertible at liquidation value into common stock
at $8.86 per share;

. options to purchase approximately 1.7 million shares of common stock
issued to participants in our stock option plan with a weighted average
exercise price of approximately $2.88; and

. anti-dilution rights under the above warrants and preferred stock, which
can permit purchase of additional shares and/or lower
exercise/conversion prices under certain circumstances. To the extent
that anti-dilution rights are triggered, or warrants, options or
conversion rights are exercised, our stockholders will experience
substantial dilution and the Company's stock price may decrease.

Future sales of common stock by our existing stockholders could adversely
affect our stock price.

The market price of our common stock could decline as a result of sales by
our existing stockholders of shares of common stock in the market, or the
perception that these sales could occur. These sales also might make it more
difficult for us to sell equity securities in the future at a time and at a
price that we deem appropriate.

We have not paid cash dividends.

We have never paid cash dividends on our common stock and we do not
anticipate paying any dividends in the foreseeable future. We currently intend
to retain earnings, if any, for the development of our business.

We have certain interlocking relationships that may present potential
conflicts of interest.

Lindsay A. Rosenwald, M.D., is the Chairman and sole stockholder of
Paramount Capital Asset Management, Inc., or PCAM, Paramount Capital, Inc., or
Paramount, and Paramount Capital Investment LLC, or PCI, a merchant banking
and venture capital firm specializing in biotechnology companies. PCAM is the
investment manager of The Aries Master Fund II, a Cayman Island exempted
company, and the general partner of each of the Aries Domestic Fund, L.P. and
the Aries Domestic Fund II, L.P., each of which is a significant stockholder
of Endorex. In addition, certain officers, employees and/or associates of
Paramount and/or its affiliates own securities in a subsidiary of Endorex. In
the regular course of its business, PCI identifies, evaluates and pursues
investment opportunities in biomedical and pharmaceutical products,
technologies and companies. Generally, Delaware corporate law requires that
any transactions between Endorex and any of its affiliates be on terms that,
when taken as a whole, are substantially as favorable to us as those then
reasonably obtainable from a person who is not an affiliate in an arms-length
transaction. Nevertheless, neither such affiliates nor PCI is obligated
pursuant to any agreement or understanding with us to make any additional
products or technologies available to us. We do not expect and you should not
expect, that any biomedical or pharmaceutical product or technology identified
by such affiliates or PCI in the future will be made available to us. In
addition, certain of the current officers and directors of Endorex or any
officers or directors of the company hereafter appointed may from time to time
serve as officers, directors or consultants of other biopharmaceutical or
biotechnology companies. There can be no assurance that such other companies
will not have interests in conflict with us.

Certain directors and stockholders have significant influence.

Our directors, executive officers and principal stockholders and certain of
their affiliates have the ability to influence the election of directors and
most other stockholder actions. In particular, pursuant to a placement agency
agreement, Paramount may propose up to three persons for nomination as
directors until October 2000. In addition, our Board of Directors cannot
exceed six persons without the prior written consent of Paramount until
October 2000. These arrangements may discourage or prevent any proposed
takeover of Endorex, including transactions in which stockholders might
otherwise receive a premium for their shares over the then current market
prices. Such stockholders may influence corporate actions, including
influencing elections of directors and significant corporate events.

FORWARD-LOOKING INFORMATION

This prospectus includes "forward-looking statements" regarding future
events or our future performance within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. All statements other than
statements of historical facts included in this prospectus or incorporated by
reference regarding our financial position and business strategy may
constitute forward-looking statements. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
can not guarantee that these expectations will prove to be correct. Important
factors that could cause actual results to differ materially from our
expectations are listed in this prospectus, and they include the forward-
looking statements under "risk factors." All subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by these statements.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares. All proceeds
will be received by the selling stockholders. See "Selling Stockholders".

PLAN OF DISTRIBUTION

Endorex is registering all 8,157,869 shares on behalf of the selling
stockholders. Endorex will receive no proceeds from this offering. The selling
stockholders named in the table below or pledgees, donees, transferees or
other successors-in-interest selling shares received from the selling
stockholders as a gift, partnership distribution or other non-sale related
transfer after the date of this prospectus may sell the shares from time to
time. The selling stockholders will act independently of Endorex in making
decisions with respect to the timing, manner and size of each sale. The sales
may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The selling
stockholders may effect these transactions by selling the shares to or through
broker-dealers.

The shares may be sold by one or more of, or a combination of, the
following:

. a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;

. purchases by a broker-dealer as principal and resale by this broker-
dealer for its account through this prospectus;

. an exchange distribution that complies with the rules of the exchange;

. ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and

. in privately negotiated transactions.

To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate in the resales.

The selling stockholders may enter into hedging transactions with broker-
dealers in connection with distributions of the shares or otherwise. In these
transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with the selling stockholder. The
selling stockholders also may sell shares short and redeliver the shares to
close out these short positions. The selling stockholders may enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the shares. The broker-dealer may then resell or
otherwise transfer these shares through this prospectus. The selling
stockholders each may also loan or pledge the shares to a broker-dealer. The
broker-dealer may sell the shares so loaned, or upon a default the broker-
dealer may sell the pledged shares by use of this prospectus.

Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholder. Broker-
dealers or agents may also receive compensation from the purchasers of the
shares for whom they act as agents or to whom they sell as principals, or
both. Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection
with the sale. Broker-dealers or agents and any other participating broker-
dealers or the selling stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act in connection with sales of
the shares. Accordingly, any commission, discount or concession received by
them and any profit on the resale of the shares purchased by them may be
deemed to be underwriting discounts or commissions under the Securities Act.
Because the selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will
be subject to the prospectus delivery requirements of the Securities Act. In
addition, any securities covered by this prospectus which qualify for sale
through Rule 144 promulgated under the Securities Act may be sold under Rule
144 rather than through this prospectus. The selling stockholders have advised
Endorex that they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of the
securities. There is no underwriter or coordinating broker acting in
connection with the proposed sale of shares by the selling stockholder.

The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act,
any person engaged in the distribution of the shares may not engage in market
making activities with respect to our common stock for a period of one
business day before the commencement of this distribution. In addition, the
selling stockholders will be subject to applicable provisions of the
Securities Exchange Act and the associated rules and regulations under the
Securities Exchange Act, including Regulation M, which provisions may limit
the timing of purchases and sales of shares of our common stock by the selling
stockholder. Endorex will make copies of this prospectus available to the
selling stockholders and has informed each of them of the need for delivery of
copies of this prospectus to purchasers at or before the time of any sale of
the shares.

Endorex will file a supplement to this prospectus, if required, under Rule
424(b) under the Securities Act upon being notified by the selling
stockholders that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. This supplement will disclose:

. the name of the selling stockholders and of the participating broker-
dealer(s);

. the number of shares involved;

. the price at which these shares were sold;

. the commissions paid or discounts or concessions allowed to the broker-
dealer(s), where applicable;

. that the broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus;
and

. other facts material to the transaction.

In addition, upon being notified by any selling stockholder that a donee or
pledgee intends to sell more than 500 shares, Endorex will file a supplement
to this prospectus.

Endorex will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will bear all commissions
and discounts, if any, attributable to their respective sales of the shares.
The selling stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the shares against some
liabilities, including liabilities arising under the Securities Act. Endorex
and the selling stockholders have agreed to indemnify each other against some
liabilities in connection with the offering of the shares, including
liabilities arising under the Securities Act.

SELLING STOCKHOLDERS

The following table sets forth the names of the selling stockholders and the
number of shares being registered for sale as of the date of the prospectus
and sets forth the number of shares of common stock known by us to be
beneficially owned by each of the selling stockholders. Except as indicated
below, none of the selling stockholders has had a material relationship with
the Company within the past three years other than as a result of the
ownership of the shares or other securities of the Company. The shares offered
by this prospectus may be offered from time to time by the selling
stockholders. This information is based upon information provided by each
respective selling stockholder, schedules 13D and other public documents filed
with the SEC. The number of shares of common stock beneficially owned and used
to calculate the percentage beneficial ownership of each listed person
includes the shares of common stock underlying warrants or preferred stock
held by such persons that are exercisable or convertible within 60 days of
April 30, 2000. The term "selling stockholders" includes the stockholders
listed below and their transferees, assignees, pledgees, donees or other
successors. The percent of beneficial ownership for each stockholder is based
on 12,703,237 shares of common stock outstanding as of April 30, 2000.

Beneficial
Ownership
Number of Shares of Common Stock After Offering
Registered for Sale Hereby (1) (2)
--------------------------------- -----------------
Shares of
Common
Stock
Shares of Underlying
Number of Shares Common Series B
Beneficially Shares of Stock and Series C
Name of Selling Owned Prior Common Underlying Preferred Number of
Stockholder to Offering(2)(3) Stock Warrants Stock Shares Percent
--------------- ------------------ --------- ---------- ------------ --------- -------

AFAX Group Ltd.......... 66,138 52,910 13,228 -- -- --
Aries Domestic Fund,
L.P.(4)................ 1,063,760 565,332 56,533 -- 441,895 3.46%
The Aries Master Fund
II(5).................. 2,346,945 1,121,587 112,159 -- 1,113,199 8.69%
Banque SCS Alliances
S.A.................... 132,275 105,820 26,455 -- -- --
Beacon Global Advisors.. 132,275 105,820 26,455 -- -- --
Credito Privato
Commericale............ 132,275 105,820 26,455 -- -- --
Crescent International
Ltd.................... 138,562 105,820 26,455 -- 6,287 *
Deephaven Private
Placement.............. 132,275 105,820 26,455 -- -- --
DG Lux Lacuna APO
Biotech................ 317,460 253,968 63,492 -- -- --
Drax Holdings Group
L.P.................... 502,930 211,640 52,910 -- 238,380 1.87%
Elan Pharmaceutical
Investments, Ltd.(6)... 1,798,259 -- -- 2,289,346 538,462 3.79%
Robert I. Falk.......... 113,185 52,910 13,228 -- 47,047 *
Financiere Tuileries.... 39,683 31,746 7,937 -- -- --
Heritage Finance and
Trust Co............... 127,552 84,656 21,164 -- 21,732 *
Peter Kash(7)........... 78,865 78,865 -- -- -- --
Peter Kash and Donna
Kash JTWROS............ 11,920 11,920 -- -- -- --
Keys Foundation,
Curacao................ 112,311 84,656 21,164 -- 6,491 *
Nomura Bank
(Switzerland) Ltd...... 264,550 211,640 52,910 -- -- --
Paramount Capital,
Inc.(8)................ -- -- 226,190 -- -- --
PKB Privatbank AG....... 219,672 169,312 42,328 -- 8,032 *
Tis Prager.............. 23,940 10,582 2,646 -- 10,712 *
Lindsay A. Rosenwald,
M.D.(9)................ 4,862,084 -- 1,434,032 -- 3,428,052 23.85%
St. John's Trust........ 132,275 105,820 26,455 -- -- --
Bruno Widmer............ 15,445 10,582 2,646 -- 2,217 *

- --------
* Less than 1%.
(1) This prospectus includes 3,380,428 shares of common stock that were
previously registered on a registration statement on Form S-2,
Registration No. 333-44583, filed by the Company with the SEC on January
21, 1998, but which were not sold while such registration statement was
effective.
(2) The calculations for the beneficial ownership of each selling stockholder
assumes (i) that any shares subject to warrants or conversion privileges
within 60 days of April 30, 2000 shall be deemed owned and outstanding for
the purpose of determining beneficial ownership and the percentage of
outstanding shares beneficially owned by such person, but shall not be
deemed to be outstanding for the purpose of computing the percentage
beneficially owned by any other person, and (ii) that such selling
stockholder has sold all of its shares registered hereunder. Some of the
selling stockholders may also sell shares of common stock registered under
prior registration statements or pursuant to Rule 144. Because the selling
stockholders may offer all, some or none of the shares pursuant to this
prospectus, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the shares, no estimate
can be given as to the number of shares that will be held by the selling
stockholders after completion of the sale of shares hereunder. See "Plan
of Distribution."
(3) On April 12, 2000, the Company, pursuant to a private placement to certain
investors, issued 1,809,522 shares of common stock and warrants
exercisable for 452,383 shares of common stock issuable upon exercise of
the warrants until April 12, 2005 at a price of $5.91 per share. The
number of shares of common

stock beneficially owned by each such selling stockholder includes the
shares of common stock underlying warrants issued pursuant to the April
2000 private placement if such selling stockholder was an investor in the
April 2000 private placement.
(4) Number of shares beneficially owned includes 23,334 shares of common stock
issuable upon exercise of warrants exercisable until May 19, 2002 at a
price of $2.3125 per share, and 56,533 shares issuable upon exercise of
warrants exercisable until April 16, 2003 at a price of $2.54375 per
share. Does not include warrants to purchase 1,434,032 shares of common
stock held by Lindsay A. Rosenwald, M.D., the Chairman of PCAM, which is
the general partner of the Aries Domestic Fund, L.P., in his individual
capacity. Dr. Rosenwald and PCAM share the power to vote and/or dispose of
the shares of common stock held by the Aries Domestic Fund, L.P., but
disclaim beneficial ownership thereof except to the extent of their
pecuniary interest therein, if any.
(5) Number of shares beneficially owned includes 43,334 shares of common stock
issuable upon exercise of warrants exercisable until May 19, 2002 at a
price of $2.3125 per share, and 112,159 shares of common stock issuable
upon exercise of warrants exercisable until April 16, 2003 at a price of
$2.54375 per share. Does not include warrants to purchase 1,434,032 shares
of common stock held by Lindsay A. Rosenwald, M.D., the Chairman of PCAM,
which is the investment manager of The Aries Master Fund II, in his
individual capacity. Dr. Rosenwald and PCAM share the power to vote and/or
dispose of the shares of common stock held by The Aries Master Fund II,
but disclaim beneficial ownership thereof except to the extent of their
pecuniary interest therein, if any.
(6) Number of shares beneficially owned includes 1,259,757 shares of common
stock issuable upon conversion of Series B Preferred Stock and 230,770
shares issuable upon exercise of warrants exercisable until January 21,
2004 at a price of $10.00 per share. Although this registration statement
registers 1,029,549 shares of common stock issuable upon conversion of
Series C Preferred Stock after October 20, 2000, the shares underlying the
Series C Preferred Stock have not been included in calculating the
beneficial ownership prior to or after the offering because the Series C
Preferred Stock is not convertible into common stock within 60 days of
April 30, 2000.
(7) Does not include 11,920 shares over which Peter Kash and Donna Kash have
beneficial ownership as joint tenants with rights of survivorship. Mr.
Kash is a Senior Managing Director of Paramount.
(8) As compensation for services as financial advisor and finder for the April
2000 private placement, the Company issued warrants for 226,190 shares of
common stock with an exercise price of $5.25 to Paramount. Although this
registration statement registers the 226,190 shares issuable upon exercise
of such warrants, the shares underlying these warrants have not been
included in calculating the beneficial ownership prior to or after the
offering since these warrants are not exercisable within 60 days of April
30, 2000. Paramount has indicated that it will transfer all or a portion
of such warrants to its employees, officers and its affiliates.
(9) Lindsay A. Rosenwald, M.D., is the Chairman and sole stockholder of PCAM,
which is the Investment Manager and General Partner of the Aries Master
Fund II and Aries Domestic Fund, L.P., respectively. Paramount's chairman
and sole stockholder is Lindsay A. Rosenwald, M.D. The securities
beneficially owned by Lindsay A. Rosenwald include 1,434,032 shares of
common stock issuable upon exercise of warrants exercisable until April
16, 2003 at a price of $2.54375 per share, 1,063,760 shares beneficially
owned by Aries Domestic Fund, L.P., 2,346,945 shares beneficially owned by
Aries Master Fund II and 17,346 shares beneficially owned by Aries
Domestic Fund II, L.P. Dr. Rosenwald disclaims beneficial ownership of the
shares owned by the Aries Master Fund II, Aries Domestic Fund II, L.P. and
Aries Domestic Fund, L.P., except to the extent of any pecuniary interest
therein.

Relationships with Selling Stockholders

In addition to the relationships set forth in the table above and the
footnotes thereto, the Company has the following relationships with Selling
Stockholders.

On January 21, 1998, we established a joint venture, with Elan for the
exclusive research, development and commercialization of oral and mucosal
prophylactic and therapeutic vaccines. As part of the transaction, Elan
International Services, Ltd., or EIS, a wholly owned subsidiary of Elan, made
a $2.0 million initial investment

by purchasing 307,692 shares of Common Stock and warrants to acquire 230,770
shares of Common Stock. The six-year warrants have an exercise price of $10.00
per share. In addition, in connection with the joint venture and the execution
of a license agreement, we issued $8.0 million of Series B Convertible
Preferred Stock to EIS.

On October 21, 1998, we established a second joint venture, Endorex Newco,
Ltd., with Elan for the exclusive research, development and commercialization
of the Medipad(TM) disposable drug delivery system with two undisclosed drugs.
In connection with the joint venture and the execution of a license agreement,
we issued $8.4 million of Series C Convertible Preferred Stock to EIS.

Pursuant to a placement agreement dated as of July 1, 1997 between Paramount
and ourselves, until October 2000 Paramount may propose up to three persons
for nomination as our directors and our Board of Directors cannot exceed six
persons without the prior written consent of Paramount.

Pursuant to a Financial Advisory Agreement between Paramount and us, dated
as of October 25, 1999, Paramount will provide to us financial advisory
services for a period of twelve months from the date of the agreement.
Paramount will receive as compensation for its services $5,000 per month for
the term of the Financial Advisory Agreement and is entitled to receive
options for 46,000 shares of common stock at an exercise price of $2.54 per
share. Of these options, options for 10,000 shares of common stock are
immediately exercisable upon the issuance of such options and expire after
October 25, 2000 and are subject to our right to repurchase such options for
$50,000; options for 9,000 shares of common stock become exercisable after
October 25, 2000 and expire after October 25, 2009; options for 9,000 shares
of common stock become exercisable after April 25, 2001 and expire after
October 25, 2009; and options for 18,000 shares of common stock become
exercisable after October 25, 2002 and expire after October 25, 2009.

Pursuant to a Finder Agreement dated as of February 29, 2000, as amended on
April 6, 2000, between Paramount and us, Paramount agreed to act as a finder
in connection with our April 2000 private placement of common stock and
warrants. In return for its services under the Finder Agreement, Paramount
received a cash payment of $598,500 and warrants exercisable for 226,190
shares of common stock at an exercise price of $5.25 per share. The warrants
are not exercisable until October 12, 2000 and expire on October 11, 2007.

WHERE TO FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov.

We have filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to the common stock offered hereby. This
prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and the schedules thereto. For further
information with respect to the Company and such common stock, reference is
made to the registration statement and exhibits and schedules thereto.
Statements contained in this prospectus as to the contents of any contract or
other document referred to are not necessarily complete, and, with respect to
any contract or other document filed as an exhibit to the registration
statement or documents incorporated herein by reference, each such statement
is qualified in all respects by reference to the applicable exhibit, or
documents incorporated by reference therein. Copies of the registration
statement and the exhibits are on file at the offices of the SEC and may be
obtained upon payment of the prescribed fee or may be examined without charge
at the public reference facilities of the SEC described above.

The SEC allows us to "incorporate by reference" into this prospectus the
documents we file with them, which means that we can disclose important
information to you by referring you to these documents. The information that
we incorporate by reference into this prospectus is considered to be part of
this prospectus. We incorporate by reference into this prospectus the
documents listed below:

. Annual Report on Form 10-KSB for the year ended December 31, 1999, as
filed with the SEC on March 30, 2000;

. Current Report on Form 8-K, as filed with the SEC on March 20, 2000;

. Definitive Proxy Statement with respect to the Annual Meeting of
Stockholders as filed with the SEC on April 13, 2000;

. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the Company's fiscal year
ended December 31, 1999; and

. The description of our common stock contained in our registration
statement on Form 8A/A as filed with the SEC on August 4, 1998.

We will also incorporate by reference each of the following documents that
we will file with the SEC after the date of this prospectus until this
offering is completed or after the date of this initial registration statement
before the effectiveness of the registration statement:

. Reports filed under Sections 13 (a) and (c) of the Exchange Act;

. Definitive proxy or information statements filed under Section 14 of the
Exchange Act in connection with any subsequent stockholders' meeting;
and

. Any reports filed under Section 15 (d) of the Exchange Act.

We will provide, without charge, upon written or oral request of any person
to whom a copy of this prospectus is delivered, a copy of any or all of the
foregoing documents and information that has been or may be incorporated by
reference herein (other than exhibits to such documents). Requests for such
documents and information should be directed to the following address:

Endorex Corporation
Attention: Frank C. Reid
Vice President, Finance and Corporate Development
28101 Ballard Drive, Suite F
Lake Forest, Illinois 60045
Telephone number (847) 573-8990

You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized
no one to provide you with different information. We are not making an offer
of these securities in any state where the offer is not permitted. You should
not assume that the information in this prospectus is accurate as of any date
other than on the front of this document.

Our common stock is traded on the American Stock Exchange under the symbol
"DOR". Reports, proxy statements and other information concerning Endorex may
be inspected at the Nasdaq-Amex Market Group at 80 Merritt Blvd., Trumbull, CT
06611.

LEGAL MATTERS

The validity of the shares offered hereby will be passed upon for the
Company by Brobeck, Phleger & Harrison LLP, Broomfield, Colorado.

EXPERTS

The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-KSB for the year ended December 31,
1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

8,157,869 Shares

ENDOREX CORPORATION

Common Stock

PROSPECTUS

May 12, 2000

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The selling stockholders will not pay any of the expenses of this offering.
The following table sets forth an estimate of the expenses to be incurred by
the Company in connection with the issuance and distribution of the securities
being registered:

Amount to
Be Paid
---------

Registration Fee--SEC................................................. $ 7,000
Legal Fees and Expenses............................................... 40,000
Accounting Fees and Expenses.......................................... 10,000
Printing Fees and Expenses............................................ 10,000
Miscellaneous......................................................... 3,000
-------
Total............................................................... $70,000
=======

Item 15. Indemnification of Directors and Officers

Article Thirteenth of the Company's Certificate of Incorporation, as
amended, and Article VII of the Company's By-Laws provide that the Company may
indemnify each current and former director, officer, and any employee or agent
of the corporation, his or her heirs, executors, and administrators, against
expenses reasonably incurred or any amounts paid by him or her in connection
with any action, suit, or proceeding to which he or she may be made a party by
reason of being or having been a director, officer, employee or agent of the
corporation to the fullest extent permitted by the Delaware General
Corporation Law.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

Reference is made to Section 145 of the Delaware General Corporation Law as
such Section pertains to indemnification matters.

II-1

Item 16. Exhibits

Exhibit
No. Description
- ------- -----------

Series B Preferred Certificate of Designation, Preferences and Rights filed as of January 21, 1998
3.1 (1).
Series C Preferred Certificate of Designation, Preferences and Rights filed as of October 21, 1998
3.2 (1).
4.1 Form of Subscription Agreement by and between the Registrant and each investor dated as of
April 11, 2000.
4.2 Form of Amendment and Supplement to Subscription Agreement entered into by each investor as of
April 11, 2000.
4.3 Form of Second Amendment and Supplement to Subscription Agreement entered into by each
investor as of April 11, 2000.
4.4 Form of Investor Warrant issued to each investor dated as of April 12, 2000.
4.5 Form of Finder Warrant issued to Paramount Capital, Inc. dated as of April 12, 2000.
4.6 Warrant issued to Aries Fund dated as of May 19, 1997.
4.7 Warrant issued to Aries Domestic Fund, L.P. dated as of May 19, 1997.
4.8 Warrant issued to Paramount Capital, Inc. dated as of October 16, 1997. (2)
4.9 Warrant issued to Paramount Capital, Inc. dated as of October 16, 1997. (2)
5.1 Opinion of Brobeck, Phleger & Harrison, LLP.
10.1 Finder Agreement between the Registrant and Paramount Capital, Inc. dated as of February 29, 2000.
10.2 Amendment and Supplement to Finder Agreement dated as of April 6, 2000.
10.3 Financial Advisory Agreement between the Registrant and Paramount Capital, Inc. dated as of
October 25, 1999.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison, LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney.

- --------
(1) Incorporated by reference to our Quarterly Report on Form 10-QSB, for the
period ended on September 30, 1998.
(2) Incorporated by reference to our Quarterly Report on Form 10-QSB, as
amended, for the period ended on September 30, 1997.

Item 17. Undertakings

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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than 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 Act and will be governed by
the final adjudication of such issue.

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 to:

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

(ii) 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

II-2

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 a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

(iii) include any additional or changed material information on the plan
of distribution;

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

(2) That, for the purpose of determining liability under the Securities Act,
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.

The undersigned registrant hereby undertakes that, for the 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 that is incorporated by reference in the
registration statement shall be deemed 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.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lake Forest, State of Illinois, on
May 12, 2000.

Endorex Corporation

/s/ Michael S. Rosen
By: _________________________________
Michael S. Rosen
President and Chief Executive
Officer, and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this
the registration statement has been signed by the following persons in the
capacities indicated on May 12, 2000.

/s/ Michael S. Rosen President, Chief Executive Officer, and Director
By: _______________________________________ (Principal Executive Officer)
Michael S. Rosen

/s/ Frank C. Reid Vice President, Finance and Corporate
By: _______________________________________ Development (Principal Financial and Accounting
Frank C. Reid Officer)

* Director
By: _______________________________________
Richard Dunning

* Director
By: _______________________________________
Steve H. Kanzer

* Director
By: _______________________________________
Paul D. Rubin

* Director
By: _______________________________________
H. Laurence Shaw

* Director
By: _______________________________________
Kenneth Tempero

* Director
By: _______________________________________
Steven Thornton

/s/ Frank C. Reid
*By: ______________________________________
Frank C. Reid
Attorney-in-fact

II-4

EXHIBITS

Exhibit
No. Description
------- -----------

3.1 Series B Preferred Certificate of Designation, Preferences and Rights
filed as of January 21, 1998(1).

3.2 Series C Preferred Certificate of Designation, Preferences and Rights
filed as of October 21, 1998(1).

4.1 Form of Subscription Agreement by and between the Registrant and each
investor dated as of April 11, 2000.

4.2 Form of Amendment and Supplement to Subscription Agreement entered
into by each investor as of April 11, 2000.

4.3 Form of Second Amendment and Supplement to Subscription Agreement
entered into by each investor as of April 11, 2000.

4.4 Form of Investor Warrant issued to each investor dated as of April 12,
2000.

4.5 Form of Finder Warrant issued to Paramount Capital, Inc. dated as of
April 12, 2000.

4.6 Warrant issued to Aries Fund dated as of May 19, 1997.

4.7 Warrant issued to Aries Domestic Fund, L.P. dated as of May 19, 1997.

4.8 Warrant issued to Paramount Capital, Inc. dated as of October 16,
1997(2).

4.9 Warrant issued to Paramount Capital, Inc. dated as of October 16,
1997(2).

5.1 Opinion of Brobeck, Phleger & Harrison, LLP.

10.1 Finder Agreement between the Registrant and Paramount Capital, Inc.
dated as of February 29, 2000.

10.2 Amendment and Supplement to Finder Agreement dated as of April 6,
2000.

10.3 Financial Advisory Agreement between the Registrant and Paramount
Capital, Inc. dated as of October 25, 1999.

23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.

23.2 Consent of Brobeck, Phleger & Harrison, LLP. Reference is made to
Exhibit 5.1.

24.1 Power of Attorney.