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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                   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

                                       OR

|_| 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.)

          20 NEWBURY STREET, 5th 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 ((ss.) 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. 2 TO FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 2001

      This Amendment No. 2 on Form 10-K/A amends the registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 2001, as filed by the
registrant on March 28, 2000 and as amended on April 30, 2002, and is being
filed to amend and restate Exhibits 10.15 and 10.16 in their entirety.

      PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a) (3)  Exhibits

The following exhibits replace those previously filed as exhibits to the Form
10-K:

EXHIBIT NO.  DESCRIPTION

10.15        Manufacturing Agreement dated August 9, 2000 between Boston Life
             Sciences, Inc. and MDS Nordion, Inc.*

10.16        Amendment dated August 23, 2001 to Manufacturing Agreement dated
             August 9, 2000 between Boston Life Sciences, Inc. and MDS Nordion,
             Inc.

* Confidential status has been requested for certain portions thereof pursuant
to an Application for Confidential Treatment, which portions have been
separately filed with the Securities and Exchange Commission.



                                   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)

August 9, 2002                           By: /s/ Mark E. Lanser
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                                                 Mark E. Lanser
                                            Executive Vice President &
                                              Chief Scientific Officer