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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------

FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD

Commission file number 0-6533

BOSTON LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 87-0277826
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

137 NEWBURY STREET, 8th FLOOR 02116
BOSTON, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (617) 425-0200

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $.01 Per Share
Warrants to Purchase Common Stock
Rights to Purchase Preferred Stock
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((sec)) 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

Based on the last sales price of the Registrant's Common Stock as reported
on the Nasdaq National Market on March 22, 2002, the aggregate market value of
the 22,123,580 outstanding shares of voting stock held by nonaffiliates of the
Registrant was $54,202,771.

As of March 22, 2002, there were 22,374,210 shares of the Registrant's
Common Stock issued and outstanding.
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BOSTON LIFE SCIENCES, INC.

AMENDMENT NO. 1 TO FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2001

INDEX PAGE
----
Part III................................................................. 1
Item 10. Directors and Executive Officers of the Registrant...... 1
Item 11. Executive Compensation.................................. 3
Item 12. Security Ownership of Certain Beneficial Owners
and Management.......................................... 6
Item 13. Certain Relationships and Related Transactions.......... 7
Signatures............................................................... 8

PART III

Items 10, 11, 12, and 13 to the Annual Report on Form 10-K of Boston Life
Sciences, Inc. (the "Company") for the year ended December 31, 2001, as filed
with the Securities and Exchange Commission on March 29, 2002, are hereby
amended and restated in their entirety as follows.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The table below sets forth the names and ages of our directors, including
the nominees for election at our 2002 Annual Meeting of Stockholders, and our
executive officers serving as of April 15, 2002:

Name Age Position

Colin B. Bier, Ph.D. /(1)//(3)//(4)/............. 56 Director
Joseph P. Hernon, CPA ........................... 42 Executive Vice President,
Chief Financial Officer
and Secretary
S. David Hillson, Esq. /(3)//(4)/................ 62 Chairman of the Board
of Directors, President
and Chief Executive
Officer
Marc E. Lanser, M.D.............................. 53 Director, Executive Vice
President and Chief
Scientific Officer
Robert Langer, Sc.D.............................. 53 Director
Ira W. Lieberman, Ph.D. /(1)//(2)//(4)/.......... 59 Director
E. Christopher Palmer, CPA /(2)//(3)//(4)/....... 61 Director
Stephen Peck..................................... 67 Nominee
Scott Weisman, Esq. /(2)/........................ 47 Director

- ---------
/(1)/ Member of the Compensation Committee
/(2)/ Member of the Audit Committee
/(3)/ Member of the Press Release Review Committee
/(4)/ Member of the Nominating Committee

The principal occupations and qualifications of each nominee for director are as
follows:

COLIN B. BIER, PH.D. Dr. Bier has been a member of the Board since
February 1996. Since 1990, Dr. Bier has been the Managing and Scientific
Director of ABA BioResearch, Inc., an independent bioregulatory consulting
firm, located in Montreal, Canada, providing expertise for technology
assessment, strategic management and regulatory development of
biopharmaceuticals. Dr. Bier is a special advisor to the Mount Sinai Hospital
in Montreal and Lecturer in Pathology, Faculty of Medicine, McGill
University, and an Associate in the Department of Internal Medicine, Montreal
General Hospital. Dr. Bier is also a member of the Board of Directors of
Neurochem, Inc. and DOR BioPharma, and is also a member of the Board of
Directors and on the Scientific Advisory Boards of several private
companies. Prior to his association with ABA BioResearch, Inc., Dr. Bier was
founder, President and Chief Executive Officer of ITR Laboratories, Inc.
Before founding ITR Laboratories, Inc., Dr. Bier spent over ten years with
Bio-Research Laboratories, Ltd., a contract research laboratory where he was
Vice President and Director of Experimental Toxicology and Clinical Pathology.
Dr. Bier is the chief executive officer of the Centre for Translational Research
in Cancer R&D of the Sir Mortimer B. Davis - Jewish General Hospital in
Montreal, Canada. Dr. Bier is also a Senior Clinical Advisor to TVM
TechnoVenture Management. Dr. Bier has published more than twenty-five
scientific articles in his field in peer-reviewed journals and received his
Ph.D. from Colorado State University.

JOSEPH P. HERNON, CPA Mr. Hernon has been Chief Financial Officer since
August 1996, and Secretary since 1998. Prior to joining the Company, Mr. Hernon
was a Business Assurance Manager at Coopers & Lybrand where he was employed from
January 1987 to August 1996. Mr. Hernon holds a Master of Science in Accountancy
from Bentely College and a Bachelor of Science in Business Administration from
the University of Lowell.

S. DAVID HILLSON, ESQ. Mr. Hillson has served as President and Chief
Executive Officer (and member of the Board of Directors) of BLSI since June
1995. He has served as Chairman of the Board of Directors since September 1996.
Prior to his responsibilities at BLSI, Mr. Hillson was Senior Vice President of
Josephthal, Lyon & Ross in the research and investment banking divisions in
1994, and was the Senior Managing Director, investment banking, at The Stamford
Company in New York City from November 1992 to January 1994. Mr. Hillson was an
Executive Vice President of the asset management division of Mabon Securities
from October 1990 until October 1992. Earlier in his 15-year career as an
investment manager, Mr. Hillson was a Senior Vice President with Shearson,
Lehman, Hutton from 1983 to 1990, where he managed three mutual funds, primarily
in the emerging growth area, for the SLH Asset Management division. Prior to his
fund management responsibilities, he was the Chairman of the Equity Committee
for Hutton Investment Management (1976-1982). He started his business career as
an attorney in New York City, having received his Juris Doctorate from New York
University School of Law. He

also attended the Columbia University School of Business Administration and
received a Bachelor of Arts degree from Columbia College.

MARC E. LANSER, M.D. Dr. Lanser has been Executive Vice President, Chief
Scientific Officer and a member of the Board since November 1994. From
October 1992 until November 1994, Dr. Lanser was President and Chief Executive
Officer and a member of the Board. Prior to founding the Company in
October 1992, Dr. Lanser was an Assistant Professor of Surgery at Harvard
Medical School and member of the full-time academic faculty, where he directed
a NIH funded research project in immunology and received a NIH Research Career
Development Award. Dr. Lanser has published more than 30 scientific articles in
his field in peer reviewed journals. Dr. Lanser received his M.D. from Albany
Medical College.

ROBERT LANGER, SC.D. Dr. Langer has been a member of the Board since
June 2000. Dr. Langer has been the Kenneth J. Germeshausen Professor of Chemical
and Biomedical Engineering at MIT since 1989. He received a Bachelor's Degree
from Cornell University in 1970 and a Sc.D. from MIT in 1974, both in chemical
engineering. Dr. Langer has received honorary doctorates from the
ETH(Switzerland) and the Technion (Israel). Dr. Langer has written 700
articles, 400 abstracts, 400 patents (one of which was cited as the outstanding
patent in Massachusetts in 1988 and one of 20 outstanding patents in the
U.S.), has given 600 invited lectures (50 named lectureships), and has
edited 13 books. Dr. Langer has received over 100 major awards. He is the only
engineer to receive the Gairdner Foundation International Award (56 recipients
of this award have subsequently received a Nobel Prize), and he received the
Lemelson-MIT Prize, the world's largest prize for invention. He is also the
recipient of the Charles Stark Draper Prize, the world's highest engineering
prize, from the National Academy of Engineering. In 1989, Dr. Langer was elected
to the Institute of Medicine and the National Academy of Sciences, and in 1992
he was elected to both the National Academy of Engineering and to the National
Academy of Sciences.

IRA W. LIEBERMAN, PH.D. Dr. Lieberman has been a member of the Board since
the inception of the predecessor entity to the Company in 1992. Dr. Lieberman is
a Sector Manager in the ECA at the World Bank responsible for private and sector
operations in Russia, Central Asia and Yugoslavia. During the East Asia crisis
(1998-2000), Dr. Lieberman was responsible for working with the Government of
Korea on its corporate (chaebol) workout and restructuring program, and from
1995-1999 he was also the Chief Executive Officer of the Consultative Group to
Assist the Poorest (CGAP) Secretariat, a micro-finance program, serving the
World Bank and some 26 other donor agencies. From 1993-1995, Dr. Lieberman was
responsible for assisting the World Bank's client countries in developing and
implementing privatization programs and in this capacity he has worked with a
number of governments in Central and Eastern Europe and the Former Soviet
Union, Turkey, and Argentina. From 1987 to 1992, Dr. Lieberman was President of
LIPAM International, Inc. an international consulting and investment firm. From
1985-1987 he was on the staff of the World Bank and from 1975 to 1982, he was a
senior executive with ICC Industries, Inc. where he served as Chief Financial
Officer, Executive Vice President and President of ICC's Manufacturing Group
including CEO of Primex Plastics, Inc. one of ICC's subsidiary companies. He
also served on the Board of Directors of various ICC subsidiaries and
affiliates. Dr. Lieberman received his B.A. from Lehigh University, an M.B.A.
from Columbia University and a Ph.D. (D. Phil.) from Oxford University.

E. CHRISTOPHER PALMER, CPA Mr. Palmer has been a member of the Board since
the inception of the predecessor entity to the Company in 1992. Mr. Palmer is a
certified public accountant and founder of a firm providing tax and financial
advisory services to high net-worth family groups. Prior to establishing his own
firm in 1977, Mr. Palmer was a partner in the accounting firm of Peat Marwick
Mitchell & Co. Mr. Palmer is a Director and Chairman of the Executive Committee
of Boston Private Bank & Trust Company and a trustee of two private foundations.
Mr. Palmer received his M.B.A. from Rutgers University and his A.B. from
Dartmouth College.

SCOTT WEISMAN, ESQ. Mr. Weisman has been a member of the Board since
June 2000. Mr. Weisman has twenty years of investment banking experience, and
is currently the President of H.C. Wainwright & Co. in New York. Prior to
joining H.C. Wainwright, Mr. Weisman served as Director of Investment Banking at
Josephthal & Co. for six years. Mr. Weisman began his career practicing law, and
was a Partner in the Corporate Securities practice of Kelley, Drye & Warren LLP
for eight years. Mr. Weisman received his Juris Doctorate from Albany Law School
and his Bachelor of Arts degree from Syracuse University.

STEPHEN PECK Mr. Peck has more than 45 years of experience in the
investment business. He founded the specialist firm S M Peck and Company in
1958. Mr. Peck has been general partner of Wilderness Partners LP since 1989.
He was a managing and special partner of Weiss, Peck and Greer, and participated
in its founding in 1970. He was elected a Governor of the New York Stock
Exchange in 1969, and served as Vice Chairman from 1971 to 1972. Mr. Peck joined
Torrey Associates, LLC in November 2001 as a partner. He is a member of the
Board of Directors of Advance Auto Parts, Inc., Banyan Strategic Realty, Canarc

Resource Corp., Fresenius Medical Care, Inc., and Offit Investment Funds.
Mr. Peck served as Chairman of the Board of The Jewish Theological Seminary,
Mount Sinai Hospital, Mount Sinai School of Medicine, and Mount Sinai/ NYU
Health. He continues to serve on those Boards. Mr. Peck is a graduate of The
Wharton School.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers (including a person performing a principal policy-making
function) and persons who own more than 10% of a registered class of the
Company's equity securities ("10% Holders") to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Directors, officers and 10% holders are
required by SEC regulations to furnish the Company with copies of all of the
Section 16(a) reports they file. Based solely upon a review of the copies of the
forms furnished to the Company and the representations made by the reporting
persons to the Company, the Company believes that during fiscal 2001 its
directors, officers and 10% Holders complied with all substantive filing
requirements under Section 16(a) of the Exchange Act.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation paid by the
Company for the year ended December 31, 2001 for services rendered in all
capacities to each of the most highly compensated executive officers whose total
annual salary and bonus for that period exceeded $100,000 (collectively, the
"Named Executive Officers").

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term
--------------------------------------------- Compensation Awards -
Common Stock
Name and Principal Position Year Salary Bonus Underlying Options
----------- ------------ ---------- -----------------------------

S. David Hillson, Esq.................... 2001 $300,000 $ 95,000 465,000
Chairman of the Board, President and 2000 $285,000 $125,000 220,000
Chief Executive Officer 1999 $250,000 $ 70,000 224,000

Marc E. Lanser, M.D...................... 2001 $245,000 $ 70,000 315,000
Director, Executive Vice President 2000 $230,000 $ 35,000 -----
And Chief Scientific Officer 1999 $205,000 $ 40,000 127,000

Joseph P. Hernon, CPA.................... 2001 $195,000 $ 50,000 225,000
Executive Vice President, 2000 $175,000 $ 40,000 75,000
Chief Financial Officer and Secretary 1999 $160,000 $ 40,000 120,000

STOCK OPTION INFORMATION

The following table sets forth, for each of the Named Executive Officers,
information concerning the grant of options to such persons in fiscal 2001.

OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------

Potential Realizable Value At
Number of Assumed Annual Rates Of
Securities % of Total Stock Appreciation For
Underlying Options Granted Exercise or Option Term
Options to Employees In Base Price Expiration ---------------------------
Name Granted Fiscal Year Per Share /(1)/ Date 5% 10%
- ---- ------------ ----------------- --------------- ------------ ----------- ------------

S. David Hillson .... 190,000 10.50% $3.13 1/2/11 $373,406 $946,285
85,000 4.70% $2.61 7/31/11 $139,520 $353,572
190,000 10.50% $1.90 10/12/11 $227,031 $575,341

Marc E. Lanser....... 120,000 6.63% $3.13 1/2/11 $235,835 $597,653
70,000 3.87% $2.61 7/31/11 $114,899 $291,177
125,000 6.91% $1.90 10/12/11 $149,362 $378,514

Joseph P. Hernon..... 90,000 4.98% $3.13 1/2/11 $176,877 $448,240
35,000 1.94% $2.61 7/31/11 $ 57,450 $145,588
100,000 5.53% $1.90 10/12/11 $119,490 $302,811

- -----------
/(1)/ The exercise price for each option was equal to the fair market value
of the Company's Common Stock on the date of grant.
/(2)/ Potential realizable value is based on the assumed annual growth rates
listed, compounded annually for the ten-year option term. The dollar
amounts set forth under this heading are the results of calculations at
the 5% and 10% assumed rates established by the SEC and are not intended
to forecast possible future appreciation, if any, of the value of the
Common Stock.

The following table sets forth, for each of the Named Executive Officers,
certain information concerning the

value realized upon the exercise of options in fiscal 2001 and the value of
unexercised options at December 31, 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired Value Options at Fiscal Year-end Fiscal Year-End /(1)/
on Realized ------------------------------- --------------------------------
Name Exercise /(2)/ Exercisable Unexercisable Exercisable Unexercisable
------------ ----------- -------------- --------------- -------------- ---------------

S. David Hillson.... None -- 973,480 163,750 $ 76,975 $74,425
Marc E. Lanser...... None -- 616,670 110,000 $110,271 $49,175
Joseph P. Hernon.... None -- 347,615 81,250 $ 40,075 $39,025

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

/(1)/ The fair market value of "in-the-money" options was calculated on the
basis of the difference between the exercise price of the options held
and the closing price per share for Common Stock on the NASDAQ Market
of $2.67 on December 31, 2001, multiplied by the number of shares
subject to options held.

/(2)/ Calculated based on the difference between the exercise price of the
option and the closing quoted market price per share at the date of
exercise.

EMPLOYMENT CONTRACTS

S. David Hillson, Esq. has entered into an employment agreement with the
Company. Mr. Hillson's original Employment Agreement dated November 7, 1994,
includes confidentiality and non-competition provisions, and entitles him to an
annual base salary plus other incidental benefits, as well as additional cash
payments should certain events occur. Mr. Hillson's employment contract has been
reviewed periodically since the original contract expired. Under an amendment
dated January 1, 1999, the term was extended to December 31, 2000 and his annual
base salary was increased to $250,000. Mr. Hillson's Employment Agreement was
further amended as of December 1999 to extend the term hereof to
December 31, 2002 and to increase his annual base salary to $285,000.
Mr. Hillson's Employment Agreement was further amended as of January 23, 2001 to
increase his annual base salary to $300,000.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board held 6 meetings during the Company's fiscal year. Each of the
Company's directors attended 100% of the aggregate of all meetings of the Board
and of all committees on which he was a member held during the year except for
Dr. Langer, who attended 4 of the 6 meetings of the Board. The standing
committees of the Board are the Audit Committee, the Compensation Committee, the
Nominating Committee and the Press Release Review Committee. The Company did not
have an executive committee during fiscal 2001. The Audit Committee, consisting
of Messrs. Palmer, Lieberman, and Weisman, met five times. The Audit Committee
reviews the audited financial statements, the system of internal accounting
controls, tax and other accounting related matters and reviews with the
Company's independent auditors the scope and results of their engagement. The
Compensation Committee, consisting of Drs. Lieberman and Bier, met one time
during the last fiscal year. The Compensation Committee reviews and evaluates
the compensation of the Company's executive officers and administers the
Company's stock option plans. The Nominating Committee, consisting of Messrs.
Hillson and Palmer and Drs. Bier and Lieberman, met one time during the last
fiscal year. The Nominating Committee evaluates the composition of the Board of
Directors and annually considers and nominates for election at the Annual
Meeting a slate of candidates to serve as directors for a term ending at the
next Annual Meeting. The Press Release Review Committee, consisting of Messrs.
Hillson, Palmer and Dr. Bier, reviewed fifteen press releases during the last
fiscal year. The Press Release Review Committee assists in the pre-release
review and approval of press releases from the Company, including those
involving the testing of new drugs, or the FDA new drug review and approval
process for investigational new drugs being developed by the Company.

COMPENSATION OF DIRECTORS

Annual Retainers

Directors who are not employees of the Company ("Non-Employee Directors")
receive cash compensation in the amount of $1,000 per meeting attended in person
and $500 per meeting attended telephonically, although all

directors are reimbursed for ordinary and reasonable expenses of attending any
board or committee meetings. Non-Employee Directors will receive the same cash
compensation amount per meeting attended in 2002. In addition, Non-Employee
Directors were compensated in fiscal 2001 with an annual retainer with a value
of $5,000 and will receive the same amount in fiscal 2002. Currently, the
annual retainer is not paid in cash but is paid to the Non-Employee Directors
through options to purchase shares of the Company's Common Stock pursuant to
the 1990 Plan, valued as described below. Each Non-Employee Director elected at
an annual meeting of stockholders of the Company is automatically granted
options on the thirteenth trading day after the date of such annual meeting
(the "Retainer Grant Date") to purchase a number of shares of the Company equal
to the lesser of (a) 2,500 shares and (b) the quotient of the value of the
annual retainer for service as a Non-Employee Director of the Company and 80%
of the average of the fair market value of a share of the Company's Common
Stock on the ten trading days following the third trading day after the date of
such annual meeting of stockholders. If the number of shares of the Company's
Common Stock calculated pursuant to clause (b) above exceeds 2,500 shares, each
Non-Employee Director will automatically receive on the Retainer Grant Date, in
addition to options to purchase 2,500 shares of the Company's common stock, a
cash payment equal to the remaining portion of the value of the annual retainer
not provided for by the grant of such options. Additionally, pursuant to the
Company's Stock Option plans, Dr. Bier, Dr. Langer, Dr. Lieberman, Mr. Palmer
and Mr. Weisman received discretionary grants of options to purchase 110,000,
68,000 95,000, 95,000, and 58,000 shares of the Company's Common Stock,
respectively, in fiscal 2001. Each director who serves as Chairman of a
committee of the Board receives an annual retainer of $1,000. The Chairmen of
the Audit Committee, the Compensation Committee and the Press Release Review
Committee who received this annual retainer in fiscal 2001 were Mr. Palmer, Dr.
Lieberman, and Dr. Bier respectively. There was not a Chairman of the Press
Release Review Committee during 2001. Dr. Langer is also a member of the
Company's Scientific Advisory Board pursuant to which the Company paid Dr.
Langer consulting fees totaling approximately $53,000 in 2001.

The options granted to Non-Employee Directors pursuant to the annual
retainer described above are exercisable at a per share price of 20% of the
average fair market value per share of the Company's Common Stock used to
calculate such grant. The options become exercisable as to 75% of the shares of
Common Stock of the Company issuable upon exercise of such options six months
after the date of grant and as to 100% of such shares, on the later of six
months after the date of grant and December 31 of the year in which the grant is
made. The options generally terminate ten years after the date of grant.

The options granted to the Non-Employee Directors pursuant to the
discretionary grant in 2001 are exercisable as follows: 50% exercisable upon
issuance; 75% exercisable as of the first anniversary date; 100% exercisable as
of the second anniversary date. These options terminate in 2011.

New Director Options

Each person who is elected or appointed a Non-Employee Director for the
first time automatically upon such election or appointment (the "Automatic Grant
Date") will be granted an option to purchase 7,500 shares of the Company's
Common Stock ("New Director Options"). The exercise price of any New Director
Options granted under the 1990 Plan may not be less than 100% of the fair market
value of shares of the Company's Common Stock subject thereto on the Automatic
Grant Date. Subject to provisions regarding expiration and termination of
options, New Director Options become exercisable as to 20% of the shares of the
Company's Common Stock subject thereto on the Automatic Grant Date and become
exercisable as to an additional 20% of the shares of the Company's Common Stock
issuable upon exercise thereof on each of the first, second, third and fourth
anniversaries of such Automatic Grant Date. New Director Options terminate ten
years after the date of grant.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Company's Board during the last completed
fiscal year was composed of Ira Lieberman and Colin Bier.

ITEM 12. SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

As of April 15, 2002, the following directors, named executive officers,
and directors and executive officers as a group, and each person, including any
"group" as that term is defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") that the Company knows to be the
beneficial owner of more than five percent of the Company's outstanding common
stock beneficially own (as deemed in regulations issued by the Securities and
Exchange Commission (the "SEC")) the amounts of the Company's outstanding Common
Stock set forth below.

Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership/(1)/ of Class/(2)/
----------------------- ------------

Colin B. Bier, Ph.D........................................................ 193,643 *
Director /(3)/

Joseph P. Hernon, CPA...................................................... 402,395 1.77%
Executive Vice President, Chief Financial Officer and Secretary /(4)/

S. David Hillson, Esq...................................................... 1,055,480 4.52%
Chairman of the Board, President and Chief Executive Officer /(5)/

Robert Langer, Sc.D........................................................ 95,814 (*)
Director /(9)/

Marc E. Lanser, M.D........................................................ 688,420 2.91%
Director, Executive Vice President and Chief Scientific Officer /(6)/

Ira W. Lieberman, Ph.D..................................................... 185,316 *
Director /(7)/

E. Christopher Palmer, CPA................................................. 232,216 1.03%
Director /(8)/

Scott Weisman, Esq......................................................... 99,264 *
Director /(9)/

Brown Simpson Partners I, Ltd. /(10)/...................................... 2,044,250 8.50%

Pictet Global Fund-Biotech /(11)/.......................................... 2,015,956 8.75%

All directors and executive officers as a group (8 persons) /(12)/......... 2,932,548 11.70%

- --------------
Unless otherwise indicated, the business address of each beneficial
holder named above is c/o Boston Life Sciences Inc., 137 Newbury Street,
8th Floor, Boston, MA 02116.
* Represents less than 1% of the outstanding shares.
/(1)/ Except as otherwise specified in footnotes to this table, the persons
named in this table have sole voting and investment power with respect to
all shares of Common Stock owned. The information in the table was
furnished by the owners listed.
/(2)/ Except as otherwise specified in footnotes to this table, the amounts of
shares owned and the percentages in this table are based on the number of
shares of Common Stock outstanding as of April 15, 2002 or issuable upon
the exercise of options which are exercisable or which will become
exercisable within 60 days of April 15, 2002.
/(3)/ Includes 183,643 shares of Common Stock issuable upon exercise of
options.
/(4)/ Includes 347,615 shares of Common Stock issuable upon exercise of
options.
/(5)/ Includes 973,480 shares of Common Stock issuable upon exercise of
options.
/(6)/ Includes 616,670 shares of Common Stock issuable upon exercise of
options
/(7)/ Includes 179,716 shares of Common Stock issuable upon exercise of
options.
/(8)/ Includes 185,716 shares of Common Stock issuable upon exercise of options
and warrants.
/(9)/ Consists of Common Stock issuable upon exercise of options and/or
warrants.
/(10)/ Includes 1,690,000 shares of Common Stock, issuable upon the
exercise of warrants. Brown Simpson Asset Management, LLC is the
investment manager of Brown Simpson Partners I, Ltd. Each of Matthew C.
Brown, Peter D. Greene, Mitchell D. Kaye, and James R. Simpson holds an
ownership interest in Brown Simpson Asset Management, LLC. The principal
address of Brown Simpson Partners I, Ltd. is c/o Walkers
Attorneys-at-Law, P.O. Box 265GT, Walker House, Mary Street, George
Town, Grand Cayman, Cayman Islands. Information relating to the Brown
Simpson Partners I, Ltd. is based on information that was furnished by
Brown Simpson Partners I, Ltd. in a Schedule 13G dated December 31,
2001 and filed with the SEC on January 15, 2002 pursuant to Section
13(d) or 13(g) of the Exchange Act, and other information available to
the Company.
/(11)/ Includes 660,000 shares of Common Stock issuable upon exercise of
warrants. The principal address of Pictet Global Fund-Biotech is c/o
Pictet, Bd Georges-Favon 29, CH-1204 Geneva, Switzerland.
/(12)/ Includes 2,681,918 shares of Common Stock issuable upon the exercise
of options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A director of the Company is a member of the Company's Scientific Advisory
Board pursuant to which the Company paid the director consulting fees totaling
approximately $53,000 in 2001 and 2000, respectively.

A director of the Company is a director and Chairman of the Executive
Committee of the bank where the Company maintains its cash and cash equivalent
and investment accounts. The Company paid approximately $43,000 and $51,000 to
the bank during fiscal 2001 and 2000, respectively, primarily for investment
management services.

A director of the Company was a Managing Director of the placement agents
hired by the Company in connection with the Company's private placements of
Series C preferred stock in 1999 and 8% convertible debentures in 1999. In
connection with the Series C preferred stock financing, the Company paid
$372,725 to the placement agent and issued 162,307 warrants to purchase common
stock at $5.06 per share and 54,808 warrants to purchase common stock at $6.09
per share to the placement agent. In connection with the 8% convertible
debentures financing, the Company paid $480,000 and issued 290,000 warrants
exercisable at $5.75 per share to the placement agent.

During 2001, the Company issued promissory notes to two officers of the
Company in the amount of $10,000 and $55,000, respectively. Both notes are
payable on demand and accrue interest at a rate of 6%. As of December 31, 2002,
the receivables related to these promissory notes total $66,095, and are
included in Other Current Assets in the Company's Consolidated Balance Sheet.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

BOSTON LIFE SCIENCES, INC.
(Registrant)

April 30, 2002 By: /s/ S. David Hillson
--------------------------------
S. David Hillson
Chairman, President & Chief
Executive Officer