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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                ________________
                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


  Date  of  Report: April 4, 2001            Commission File No. 000-22347
                    -------------                                ---------
(Date  of  earliest  event  reported)
                             ASCENT PEDIATRICS, INC.
                             -----------------------
             (Exact name of Registrant as specified in its Charter)
               Delaware                                          04-3047405
               --------                                          ----------
           (State or other jurisdiction of                      (IRS Employer
            incorporation  or  organization)                Identification No.)



187  Ballardvale  Street,  Wilmington,  Massachusetts                  01887
- -----------------------------------------------------               --------
     (Address  of  principal  executive  offices)                    (Zip  Code)

     (978)  658-2500
     ---------------
     (Registrant's telephone number, including area code)

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ITEM  5.  OTHER  EVENTS
On  April  4,  2001, funds affiliated with ING Furman Selz Investments LLC ("ING
Furman  Selz")  filed  an  amended Schedule 13D with the Securities and Exchange
Commission  disclosing  that  it had exercised, on a cashless basis, warrants to
purchase  a  total  of  7,550,000  depositary shares, each of which evidences an
interest  in  one  share  of common stock, par value $.0004 per share, of Ascent
Pediatrics,  Inc  ("Ascent")  and  is  represented  by a depositary receipt (the
"Depositary  Shares"), with an exercise price of $.05 per share.  As a result of
the  cashless  exercise  of  these  warrants, Ascent issued to ING Furman Selz a
total  of  7,211,528  Depositary  Shares.  Such  warrants had been issued to ING
Furman Selz pursuant to the May 13, 1998 Series G Securities Purchase Agreement,
as  amended,  by  and among Ascent, funds affiliated with ING Furman Selz, Flynn
Partners  and  BancBoston  Ventures,  Inc.  ING  Furman  Selz  beneficially owns
approximately  65%  of  the  Depositary  Shares  of  Ascent.

The  Board  of  Directors  of Ascent has agreed to include the names of Brian P.
Friedman,  the  Managing Member of FS Private Investments LLC, a fund affiliated
with ING Furman Selz, and James E. Flynn, the General Partner of Flynn Partners,
along with Raymond F. Baddour, Sc.D., a current member of the Board of Directors
of  Ascent,  as  nominees  for Class I Directors for election at the 2001 Annual
Meeting  of Stockholders. Flynn Partners, together with certain funds affiliated
with  ING  Furman Selz Investments, comprise FS Ascent Investments LLC, which is
one  of  the  entities  that  exercised  the  aforementioned  warrants.



                              SIGNATURES

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

Dated:  April  19,  2001                    ASCENT  PEDIATRICS,  INC.



/s/  Emmett  Clemente
- ------------------------------
      Emmett  Clemente,  Ph.D.
      President