As filed with the Securities and Exchange Commission on October 1, 2002


                           Registration No. 333-88726

                       SECURITIES AND EXCHANGE COMMISSION

                               Amendment No. 3 to


                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           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
                                   5/th/ Floor
                           Boston, Massachusetts 02116
                                 (617) 425-0200
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                                S. David Hillson
                      President and Chief Executive Officer
                           Boston Life Sciences, Inc.
                                20 Newbury Street
                                   5/th/ Floor
                           Boston, Massachusetts 02116
                                 (617) 425-0200
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:
                                Steven A. Wilcox
                                  Ropes & Gray
                             One International Place
                              Boston, MA 02110-2624
                                 (617) 951-7000

Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement is declared effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following 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. [ ]

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 this registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.



The information in this prospectus is not complete and may be changed. These
securities may not be sold and an offer to buy these securities may not be
accepted until the registration statement filed with the Security and Exchange
Commission is effective. This prospectus is not an offer to sell these
securities, and offers to buy these securities are not being so solicited in any
state where the offer or sale is not permitted.


                     SUBJECT TO COMPLETION, October 1, 2002

                                   PROSPECTUS

                                2,530,883 Shares

                           Boston Life Sciences, Inc.

                                  Common Stock

These shares are being offered for sale by the selling stockholders listed on
page 16. The selling stockholders may sell the common stock at prices and on
terms determined by the market, in negotiated transactions or through
underwriters. The selling stockholders may also sell the common stock under Rule
144 of the Securities Act of 1933.


The common stock is traded on the Nasdaq National Market under the symbol
"BLSI". On September 27, 2002, the reported closing price of the common stock
was $1.04 per share.


An investment in the shares offered hereby involves a high degree of risk. See
"Risk Factors" beginning on page 2 of this Prospectus.

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

                The date of this prospectus is         2002.



                                TABLE OF CONTENTS

                                      PAGE

SUMMARY ................................................................    1
RISK FACTORS............................................................    2
USE OF PROCEEDS.........................................................   17
ISSUANCE OF COMMON STOCK AND WARRANTS TO SELLING STOCKHOLDERS...........   17
SELLING STOCKHOLDERS....................................................   18
PLAN OF DISTRIBUTION....................................................   20
LEGAL MATTERS...........................................................   22
EXPERTS.................................................................   22
AVAILABLE INFORMATION...................................................   22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.........................   23



                                     SUMMARY

We are a development stage biotechnology company engaged in the research and
development of biopharmaceutical products for the diagnosis and treatment of
central nervous system diseases and for the treatment of some cancers and
autoimmune diseases.

Our products currently in development include:

     .  ALTROPANE(TM), an imaging agent for the diagnosis of Parkinson's
        Disease, which we refer to as PD, and Attention Deficit Hyperactivity
        Disorder, which we refer to as ADHD;

     .  Troponin I for the treatment of cancer;

     .  Inosine and Axogenesis Factor 1, which we refer to as AF-1, for the
        treatment of stroke and spinal cord injury;

     .  Compounds for the treatment of PD and other central nervous system
        disorders;

     .  C-MAF for the treatment of autoimmune disease and allergies;

     .  FLOURATEC(TM), a "second-generation" imaging agent for the diagnosis of
        PD and ADHD.

All of the technologies currently under development were invented or discovered
by researchers working at Harvard University and its affiliated hospitals, which
we refer to as Harvard and its affiliates and have been licensed to us. Our
principal executive offices are located at 20 Newbury St. 5th Floor, Boston,
Massachusetts 02116, and the telephone number is (617) 425-0200.

Our overall corporate strategy is as follows:

     .  Obtain the licensing rights to recently discovered or previously
        under-developed technologies from academic research centers,
        predominately Harvard and its affiliates;

     .  Work with the scientist who discovered the technology at their
        laboratory, usually within their university research lab or an
        affiliated hospital to validate the scientific basis for the technology
        and achieve the necessary "proof of principle" to merit further research
        and development.

     .  Contract with qualified outside service providers, including research
        facilities and clinical research organizations, to complete the
        necessary pre-clinical studies and programs necessary to file an
        Investigational New Drug ("IND") and initiate early stage clinical
        trials in humans.

     .  Establish partnership and collaborative relationships with established
        pharmaceutical and biotechnology companies to conduct and fund the more
        expensive later stage clinical trials and market any approved products.

We currently outsource all of our research and development, preclinical and
clinical activities for all of our products, with the exception of limited
manufacturing capability for the quantities of Troponin needed for early stage
clinical trials. We expect to continue to outsource these activities in the
future. We do not rely significantly on any particular company or third party
service provider in the outsourcing of our research and development, preclinical
and clinical activities. Under the terms of our agreements with these outside
service providers, we are usually required to make an initial down payment when
the contract is signed. Subsequent payments are usually made based on the
completion of various stages of the contract such as competition of a study and
delivery of a final report.

Our principal executive offices are located at 20 Newbury Street, 5th Floor,
Boston, Massachusetts 02116, and the telephone number is (617) 425-0200.

                                        1



                                  RISK FACTORS

     Investing in our common stock is very risky. You should be able to bear a
complete loss of your investment. This prospectus, including the documents
incorporated by reference, contains forward-looking statements that involve
risks or uncertainties. Actual events or results may differ materially from
those discussed in this prospectus. Factors that could cause or contribute to
such differences include the factors discussed below as well as those discussed
elsewhere in this prospectus and in our filings with the Securities and Exchange
Commission, or SEC.

WE ARE A DEVELOPMENT STAGE COMPANY, WE HAVE ALWAYS HAD LOSSES FROM OUR
OPERATIONS AND WE EXPECT FUTURE LOSSES. WE WILL NEVER BE PROFITABLE UNLESS WE
DEVELOP, AND OBTAIN REGULATORY APPROVAL AND MARKET ACCEPTANCE OF, OUR PRODUCT
CANDIDATES.

     Biotechnology companies that have no approved products or other sources of
revenue are generally referred to as development stage companies. The majority
of biotechnology companies are development stage companies, have no approved
products or other sources of revenue, and have generated significant net losses.
As of March 31, 2002, we have incurred cumulative net losses of approximately
$78 million since inception. We have never generated revenues from product
sales. We do not currently expect to generate revenues from product sales for at
least the next twelve months, and probably longer. If we do generate revenues
and operating profits in the future, our ability to continue to do so in the
long term could be affected by the introduction of competitors' products and
other market factors. We expect to incur significant operating losses for at
least the next eighteen months, and probably longer. The level of our operating
losses may increase in the future if more of our product candidates begin human
clinical trials. We will never generate revenues or achieve profitability unless
we develop, and obtain regulatory approval and market acceptance of, our product
candidates.

WE WILL LIKELY REQUIRE ADDITIONAL FUNDING IN THE FUTURE IN ORDER TO CONTINUE OUR
BUSINESS AND OPERATIONS AS CURRENTLY CONDUCTED. IF WE ARE UNABLE TO SECURE SUCH
FUNDING ON ACCEPTABLE TERMS, WE MAY NEED TO SIGNIFICANTLY REDUCE OR EVEN CEASE
ONE OR MORE OF OUR RESEARCH OR DEVELOPMENT PROGRAMS, OR WE MAY BE

                                        2



REQUIRED TO OBTAIN FUNDS THROUGH ARRANGEMENTS WITH OTHERS THAT MAY REQUIRE US TO
SURRENDER RIGHTS TO SOME OR ALL OF OUR TECHNOLOGIES.

     We spend a significant amount for research and development, including
pre-clinical studies and clinical trials of our technologies. We believe that
the cash, cash equivalents, and investments available at June 30, 2002 will
provide sufficient working capital to meet our anticipated expenditures for the
next twelve months. Thereafter, we may need to raise substantial additional
capital if we are unable to generate sufficient revenue from product sales or
through collaborative arrangements with third parties. To date, we have always
experienced negative cash flows from operations and have funded our operations
primarily from equity financings. If adequate funds are not readily available,
we may need to significantly reduce or even cease one or more of our research or
development programs. Alternatively, to secure such funds, we may be required to
enter financing arrangements with others that may require us to surrender rights
to some or all of our technologies. If the results of our current or future
clinical trials are not favorable, it may negatively affect our ability to raise
additional funds. If we are successful in obtaining additional equity financing,
the terms of such financing will have the effect of diluting the holdings and
the rights of our stockholders. Estimates about how much funding will be
required are based on a number of assumptions, all of which are subject to
change based on the results and progress of our research and development
activities.

OUR SUCCESS DEPENDS ON OUR ABILITY TO SUCCESSFULLY DEVELOP OUR PRODUCT
CANDIDATES INTO COMMERCIAL PRODUCTS.

     To date, we have not marketed, distributed or sold any products and, with
the exception of the ALTROPANE(TM) imaging agent, all of our technologies and
early-stage product candidates are in pre-clinical development. The succes of
our business depends primarily upon our ability to successfully develop and
commercialize our product candidates. Successful research and product
development in the biotechnology industry is highly uncertain, and very few
research and development projects produce a commercial product. In the
biotechnology industry, it has been estimated that less than five percent of the
technologies for which research and development efforts are initiated ultimately
result in an approved product.

IF OUR PRECLINICAL TESTING AND CLINICAL TRIALS ARE NOT SUCCESSFUL, WE WILL NOT
OBTAIN REGULATORY APPROVAL FOR COMMERCIAL SALE OF OUR PRODUCT CANDIDATES.

     We will be required to demonstrate, through pre-clinical testing and
clinical trials, that our drug candidates are safe and effective before we can
obtain regulatory approval for the commercial sale of our drug candidates.
Pre-clinical testing and clinical trials are lengthy and expensive and the
historical rate of failure for drug candidates is high. Product candidates that
appear promising in the early phases of development, such as in pre-clinical
study or in early human clinical trials, may fail to demonstrate safety and
efficacy in pivotal clinical trials.

                                        3



       Except for the ALTROPANE(TM) imaging agent, we have not yet submitted
INDs for our other product candidates which will be required before we can begin
clinical trials in the United States. We may not submit INDs for these product
candidates if we are unable to accumulate the necessary pre-clinical data for
the filing of an IND. The FDA may request additional pre-clinical data before
allowing us to commerce clinical trials. The FDA or other applicable regulatory
authorities may suspend clinical trials of a drug candidate at any time if we or
they believe the subjects or patients participating in such trials are being
exposed to unacceptable health risks or for other reasons. Adverse side effects
of a drug candidate on subjects or patients in a clinical trial could result in
the FDA or foreign regulatory authorities refusing to approve a particular drug
candidate for any or all indications of use.

       Clinical trials require sufficient patient enrollment which is a function
of many factors, including the size of the potential patient population, the
nature of the protocol, the availability of existing treatments for the
indicated disease and the eligibility criteria for enrolling in the clinical
trial. Delays or difficulties in completing patient enrollment can result in
increased costs and longer development times.

                                        4



     We cannot predict whether we will encounter problems with any of our
completed, ongoing or planned clinical trials that will cause us or regulatory
authorities to delay or suspend those trials, or delay the analysis of data from
our completed or ongoing clinical trials. Any of the following could delay the
initiation or the completion of our ongoing and planned clinical trials:

     .  ongoing discussions with the FDA or comparable foreign authorities
        regarding the scope or design of our clinical trials;

     .  delays in enrolling patients and volunteers into clinical trials;

     .  lower than anticipated retention rate of patients and volunteers in
        clinical trials;

     .  negative results of clinical trials;

     .  insufficient supply or deficient quality of drug candidate materials or
        other materials necessary for the conduct of our clinical trials; or

     .  serious and unexpected drug-related side-effects experienced by
        participants in our clinical trials.

OUR PRODUCT CANDIDATES ARE SUBJECT TO RIGOROUS REGULATORY REVIEW AND, EVEN IF
APPROVED, REMAIN SUBJECT TO EXTENSIVE REGULATION.

     Our technologies must undergo a rigorous regulatory approval process which
includes extensive pre-clinical and clinical testing to demonstrate safety and
efficacy before any resulting product can be marketed. Our research and
development activities are regulated by a number of government authorities in
the United States and other countries, including the FDA pursuant to the Federal
Food, Drug, and Cosmetic Act. The clinical trial and regulatory approval process
usually requires many years and substantial cost. To date, neither the FDA nor
any of its international equivalents has approved any of our technologies for
marketing.

     The FDA regulates pharmaceutical products in the United States, including
their testing, manufacturing and marketing. Data obtained from testing is
subject to varying interpretations which can delay, limit or prevent FDA
approval. The FDA has stringent laboratory and manufacturing standards which
must be complied with before we can test our product candidates in people or
make them commercially available. Examples of these standards include Good
Laboratory Practices, or GLP, and Good Manufacturing Practices, or GMP. Our
compliance with these standards are subject to initial certification by
independent inspectors and continuing audits after that. Obtaining FDA approval
to sell our product candidates is time-consuming and expensive. The FDA usually
takes at least 12 to 18 months to review a New Drug Application, or NDA, which
must be submitted before the FDA will consider granting approval to sell a
product. If the FDA requests additional information, it may take even longer for
them to make a decision especially if the additional information that they
request requires us to complete additional studies. We may encounter similar
delays in foreign countries. After reviewing any NDA we submit, the FDA or its
foreign equivalents may decide not to approve our products;

     Other risks associated with the regulatory approval process include:

     .  Regulatory clearances may impose significant limitations on the uses for
        which any approved products may be marketed;

                                        5



     .  Any marketed product and its manufacturer are subject to periodic
        reviews and audits, and any discovery of previously unrecognized
        problems with a product or manufacturer could result in suspension or
        limitation of approvals; and

     .  Changes in existing regulatory requirements could prevent or affect the
        timing of our ability to achieve regulatory compliance. Federal and
        state laws, regulations and policies may be changed with possible
        retroactive effect, and how these rules actually operate can depend
        heavily on administrative policies and interpretation over which we have
        no control or inadequate experience to asses their full impact upon our
        business.

IF WE ARE UNABLE TO SECURE ADEQUATE PATENT PROTECTION FOR OUR TECHNOLOGIES,
THEN WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AS A BIOTECHNOLOGY COMPANY.

     At the present time, we do not have patent protection for all uses of our
technologies. There is significant competition in our primary scientific areas
of research and development including CNS disorders, cancer, and certain
autoimmune diseases. Such competitors will seek patent protection for their
technologies, and such patent applications or rights might conflict with the
patent protection that we are seeking for our technologies. If we do not obtain
patent protection for our technologies, or if others obtain patent rights that
block our ability to develop and market our technologies, our business prospects
may be significantly and negatively affected. Further, even if patents can be
obtained, these patents may not provide us with any competitive advantage if our
competitors have stronger patent positions or if their product candidates work
better in clinical trials than our product candidates.

     Our patent strategy is to obtain broad patent protection, in the U.S. and
in major developed countries, for our technologies and their related medical
indications. The patent application and issuance process generally takes at
least several years and is usually very expensive without any guarantee that a
patent will be issued. In many cases, our know-how and technology may not be
patentable. Risks associated with protecting our patent and proprietary rights
include the following:

     .  Our ability to protect our technologies could be delayed or negatively
        affected if the United States Patent and Trademark Office (The "USPTO")
        requires additional experimental evidence that our technologies work;

     .  Our competitors may develop similar technologies or products, or
        duplicate any technology developed by us;

                                        6



     .  Our competitors may develop products which are similar to ours but which
        do not infringe on our patents or products, or a third party may
        successfully challenge one or more of our patents in an interference or
        litigation proceeding;

     .  Our patents may infringe on the patents or rights of other parties which
        may decided not to grant a license to us. We may have the change our
        products or processes, pay licensing fees or stop certain activities
        because of the patent rights of third parties which could cause
        additional unexpected costs and delays;

     .  Patent law in the fields of healthcare and biotechnology is still
        evolving and future changes in such laws might conflict with our
        existing and future patent rights, or the rights of others;

     .  Our collaborators, employees and consultants may breach the
        confidentiality agreements that we enter into to protect our trade
        secrets and propriety know-how. We may not have adequate remedies for
        such breach; and

     .  There may be disputes as to the ownership of technological information
        developed by consultants, scientific advisors or other third parties
        which may not be resolved in our favor.

WE ARE DEPENDENT ON EXPERT ADVISORS AND OUR COLLABORATIONS WITH RESEARCH
AND DEVELOPMENT SERVICE PROVIDERS.

     Most biotechnology and pharmaceutical companies have established internal
research and development programs, including their own facilities and employees
which are under their direct control. By contrast, until recently, when we
initiated limited internal research capability, we have always outsourced all of
our research and development, pre-clinical and clinical activities. As a result,
we are dependent upon our network of expert advisors and our collaborations with
other research and development service providers for the development of our
technologies and product candidates. These expert advisors are not our employees
but provide us with important information and knowledge that may enhance our
product development strategies and plans. Our collaborations with other research
and development service providers are important for the testing and evaluation
of our technologies, in both the pre-clinical and clinical stages.

     Many of our expert advisors are employed by, or have their own
collaborative relationship with Harvard and its affiliates. A

                                        7



summary of the key scientific, research and development professionals with whom
we work, and a composite of their professional background and affiliations is as
follows:

     .  Larry I. Benowitz, Ph. D., Director, Laboratories for Neuroscience
        Research in Neurosurgery, Children's Hospital, Boston; Associate
        Professor of Neuroscience, Department of Surgery, Harvard Medical
        School.
     .  Alan J. Fischman, M.D., Ph. D., Chief, Department of Nuclear Medicine,
        Massachusetts General Hospital; Professor of Radiology, Harvard Medical
        School.
     .  Robert S. Langer, Sc. D., Germeshausen Professor of Chemical and
        Biomedical Engineering, Massachusetts Institute of Technology.
     .  Bertha K. Madras, Ph.D., Professor of Psychobiology, Department of
        Psychiatry, Harvard Medical School.
     .  Peter Meltzer, Ph. D., President, Organix, Inc., Woburn, MA.

     Dr. Benowitz, Dr. Langer, and Dr. Madras provide scientific consultative
services to the Company under agreements renewed annually by mutual agreement of
the parties, which generally provide for payments of less than $100,000 per
year. Dr. Benowitz provides scientific consultative services primarily related
to the research and development of Inosine and AF-1. Dr. Langer provides
scientific consultative services primarily related to the research and
development of Troponin. Dr. Madras provides scientific consultative services
primarily related to the research and development of Altropane.

     Dr. Fischman provides scientific consultative services primarily related to
the research and development of Altropane. Dr. Fischman's services, are not
covered under a formal agreement but are billed to the Company as incurred and
which have approximated $100,000 annually.

     The Company does not have a formal agreement with Dr. Meltzer individually
but does enter into research and development contracts from time to time with
Organix, Inc., of which Dr. Meltzer is president.

     Many of our institutional collaborations also are with Harvard and its
affiliates. Those institutions with which we have collaborative relationships
include:

     .  Massachusetts General Hospital in Boston where certain of our
        collaborating scientists perform their research efforts;
     .  Children's Hospital in Boston where certain of our collaborating
        scientists perform their research efforts;
     .  Organix in Woburn, Massachusetts which manufactures our compounds for
        the treatment of PD and provides non-radioactive Altropane for FDA
        mandated studies;
     .  Harvard Medical School where certain of our collaborating scientists
        perform their research efforts;
     .  MDS Nordion in Vancouver, British Colombia which manufactures the
        Altropane imaging agent;
     .  Chemic Laboratories in Canton, Massachusetts which provides Altropane
        raw material and performs certain analytic services for our pre-clinical
        programs;
     .  Charles River Laboratories in Worcester, Massachusetts which completes
        pre-clinical toxicology and efficacy studies for us.

                                        8



     We generally have a number of collaborations with research and development
service providers ongoing at any point in time. These agreements generally cover
a specific project or study, are usually for a duration between one month to one
year, and expire upon completion of the project. Under these agreements, we are
usually required to make an initial payment upon execution of the agreement with
the remaining payments based upon the completion of certain specified milestones
such as completion of a study or delivery of a report.

     We cannot control the amount and timing of resources our advisors and
collaborators devote to our programs or technologies. Our advisors and
collaborators may have employment commitments to, or consulting or advisory
contracts with, other entities that may limit their availability to us. If any
of our advisors or collaborators were to breach or terminate their agreement
with us or otherwise fail to conduct their activities successfully and in a
timely manner, the pre-clinical or clinical development or commercialization of
our technologies and product candidates or our research programs could be
delayed or terminated. Any such delay or termination could have a material
adverse effect on our business, financial condition or results of operations.

     Disputes may arise in the future with respect to the ownership of rights to
any technology developed with our advisors or collaborators. These and other
possible disagreements could lead to delays in the collaborative research,
development or commercialization of our technologies, or could require or result
in litigation to resolve. Any such event could have a material adverse effect on
our business, financial condition or results of operations.

     Our advisors and collaborators sign agreements that provide for
confidentiality of our proprietary information. Nonetheless, they may not
maintain the confidentiality of our technology and other confidential
information in connection with every advisory or collaboration arrangement, and
any unauthorized dissemination of our confidential information could have a
material adverse effect on our business, financial condition or results of
operations.

IF WE ARE UNABLE TO MAINTAIN OUR KEY WORKING RELATIONSHIPS WITH HARVARD AND ITS
AFFILIATES, WE MAY NOT BE SUCCESSFUL SINCE SUBSTANTIALLY ALL OF OUR CURRENT
TECHNOLOGIES WERE LICENSED FROM, AND MOST OF OUR RESEARCH AND DEVELOPMENT
ACTIVITIES WERE PERFORMED BY, HARVARD AND ITS AFFILIATES.

     Historically, we have been heavily dependent on our relationship with
Harvard and its affiliates because substantially all of our technologies were
licensed from, and most of our research and development activities were
performed by, Harvard and its affiliates. Now that a portion of our early-stage
research at Harvard and its affiliates has yielded an identified product in each
area of research, we have begun and expect to continue to conduct much of our
later stage development work and all of our formal pre-clinical and clinical
programs outside of Harvard and its affiliates. Nevertheless, the originating
scientists still play important advisory roles. Each of our collaborative
research agreements is managed by a sponsoring scientist and/or researcher who
has his or her own independent affiliation with Harvard and its affiliates.

                                        9



     Under the terms of our license agreements with Harvard and its affiliates,
we acquire the exclusive, worldwide license to make, use, and sell the
technology covered by each respective license agreement. Among other things, the
technologies licensed under these agreements include: a) Troponin I compositions
and methods of medical use b) Altropane(TM) imaging agent compositions and
methods of use; and c) Inosine compositions and methods of use. Generally, each
license agreement is effective until the patent relating to the technology
expire. The patents on Altropane(TM) imaging agent expire beginning in February
2013, with the last issued U.S. patent expiring in October 2013. The Troponin
composition and method patents expire in February 2016, and the issued U.S.
patent on Inosine expires in September 2017. We are required to make certain
licensing and related payments to Harvard which generally include:

     .  An initial licensing fee payment upon the execution of the agreement.
     .  Reimbursement payments for all patents related costs incurred by
        Harvard.
     .  Milestone payments as licensed technology progresses through each stage
        of development (filing of IND, completion of one or more clinical stages
        and submission and approval of an NDA).
     .  Royalty payments on the sales of any products based on the licensed
        technology.

     In aggregate, the Company has paid Harvard and its affiliates $155,000 in
initial licensing fees and reimbursed 100% of patent costs. In addition, the
Company has paid an aggregate of $420,000 in milestone payments. Under the terms
of the Company's licensing agreements with Harvard, the Company may become
obligated to pay up to an aggregage of $1.4 million in milestone payments in the
future.

     We have entered into a small number of sponsored research agreements with
Harvard and its affiliates. Under these agreements, we provide funding so that
the sponsoring scientist can continue their research efforts. These payments are
generally made in equal quarterly installments over the term of agreement which
is usually for one year.

     Universities and other not-for-profit research institutions are becoming
increasingly aware of the commercial value of their findings and are becoming
more active in seeking patent protection and licensing arrangements to collect
royalties for the use of technology that they have developed. While this
increased awareness will not impact our rights to previously licensed
technologies, it may make it more costly of difficult for us to obtain the
licensing rights to new scientific discoveries at Harvard and its affiliates.

IF WE ARE UNABLE TO RETAIN OUR KEY PERSONNEL AND/OR RECRUIT ADDITIONAL KEY
PERSONNEL IN THE FUTURE, THEN WE MAY NOT BE ABLE TO OPERATE EFFECTIVELY.

     Our success depends significantly upon our ability to attract and retain
highly qualified scientific and management personnel who are able to formulate,
implement and maintain the operations of a biotechnology company such as ours.
The loss of the service of any of the key members of our senior management may
significantly delay or prevent the achievement of product development and other
business objectives. As an example, Dr. Marc E. Lanser, our Chief Scientific
Officer, was formerly on the staff of, and maintains close affiliations with
Harvard Medical School and its affiliates. Substantially all of our technologies
were licensed from Harvard and its affiliates. Our past ability to secure these
licenses and to enter into sponsored research and development agreements with
Harvard was enhanced by Dr. Lanser's affiliations and familiarity with the
Harvard Medical School and its affiliates. Other key members of our senior
management team include David Hillson, our Chairman and Chief Executive Officer,
Dr. Robert Rosenthal, our President and Chief Operating Officer, Joseph Hernon,
our Chief Financial Officer, Jeanne Marie Varga, our Senior Vice President,
Regulatory Affairs, Dr. Richard Thorn, our Senior Vice President of
Manufacturing, and Dr. Irene Gonzalez, our Senior Vice President of Protein
Development. None of these key executives, other than Mr. Hillson and Dr.
Rosenthal, has agreed not to compete with us following any termination of their
employment. We do not presently carry key person life insurance on any of our
scientific or management personnel.

     We currently outsource most of our research and development, pre-clinical
and clinical activities. If we decide to increase our internal research and
development capabilities for any of our technologies, we may need to hire
additional key management and scientific personnel to assist the limited number
of employees that we currently employ. There is significant competition for such
personnel from other companies, research and academic institutions, government
entities and other organizations. If we fail to attract such personnel, it could
have a significant negative effect on our ability to develop our technologies.

IF WE ARE UNABLE TO ESTABLISH, MAINTAIN AND RELY ON NEW COLLABORATIVE
RELATIONSHIPS, THEN WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE
OUR TECHNOLOGIES.

     To date, our operations have primarily focused on the pre-clinical
development of most of our technologies, as well as conducting clinical trials
for certain of our technologies. During the next eighteen months, we currently
expect that the continued development of our technologies will result in the
initiation of additional clinical trials, and the market introduction of any

                                       10



product for which regulatory approval is obtained. We expect that these
developments will require us to establish, maintain and rely on new
collaborative relationships in order to successfully develop and commercialize
our technologies. There is no certainty that:

     .  We will be able to enter into such collaborations on economically
        feasible and otherwise acceptable terms and conditions;

     .  That such collaborations will not require us to undertake substantial
        additional obligations or require us to devote additional resources
        beyond those we have identified at present;

     .  That any of our collaborators will not breach or terminate their
        agreement with us or otherwise fail to conduct their activities on time,
        thereby delaying the development or commercialization of the technology
        for which the parties are collaborating; and

     .  The parties will not dispute the ownership rights to any technologies
        developed under such collaborations.

IF WE ARE NOT ABLE TO ESTABLISH OR MAINTAIN THE NECESSARY COLLABORATIVE
ARRANGEMENTS, WE WILL NEED MORE MONEY TO RESEARCH AND DEVELOP TECHNOLOGIES ON
OUR OWN AND WE MAY ENCOUNTER DELAYS IN INTRODUCING OUR PRODUCTS.

     The biotechnology and pharmaceutical industries are highly competitive and
are dominated by larger, more experienced and better capitalized companies. Such
greater experience and financial strength may enable them to bring their
products to market sooner than us, thereby gaining the competitive advantage of
being the first to market. Research on the causes of, and possible treatments
for diseases for which we are trying to develop therapeutic or diagnostic
products, are developing rapidly and there is a potential for extensive
technological innovation in relatively short periods of time. Factors affecting
our ability to successfully manage the technological changes occurring in the
biotechnology and pharmaceutical industries as well as our ability to
successfully compete include:

     .  Many of our potential competitors have significantly greater experience
        than we do in completing pre-clinical and clinical testing of new
        pharmaceutical products and obtaining FDA and other regulatory approvals
        of products.

     .  Many of our potential competitors are in a stronger financial position
        than us, and are thus better able to finance the significant cost of
        developing new products.

     .  Companies with established positions and prior experience in the
        pharmaceutical industry may be better able to develop and market
        products for the treatment of those diseases for which we are trying to
        develop products.

                                       11



     Many of the largest biotechnology and pharmaceutical companies in the world
are trying to develop products in the same product markets as us. There are
presently more than sixty companies developing cancer products using an
anti-angiogenic or similar approach, and there are hundreds of other companies
utilizing different approaches in developing cancer products. To our knowledge,
there is only one company, Nycomed Amersham, that has successfully developed a
diagnostic for Parkinson's Disease which is the medical purpose for which our
most advanced product candidate, the ALTROPANE(TM) imaging agent, is being
developed. To date, Nycomed has obtained marketing approval only in Europe, and
to the best of our knowledge, is not presently seeking approval in the United
States. However, Nycomed has significantly greater financial resources than us,
and their decision to seek approval in the United States could significantly
adversely affect our competitive position. The established market presence, and
greater financial strength, of Nycomed in the European market will make it
difficult for us to successfully market the ALTROPANE(TM) imaging agent in
Europe.

IF WE ARE UNABLE TO OBTAIN ADEQUATE INSURANCE COVERAGE AND REIMBURSEMENT LEVELS
FOR ANY OF OUR PRODUCTS WHICH ARE APPROVED AND ENTER THE MARKET, THEN THEY MAY
NOT BE ACCEPTED BY PHYSICIANS AND PATIENTS.

     Substantially all biotechnology products are distributed to patients by
physicians and hospitals, and in most cases, such patients rely on insurance
coverage and reimbursement to pay for some or all of the cost of the product. In
recent years, the continuing efforts of government and third party payers to
contain or reduce health care costs have limited, and in certain cases
prevented, physicians and patients from receiving insurance coverage and
reimbursement for medical products, especially newer technologies. Our ability
to generate adequate revenues and operating profits could be adversely affected
if such limitations or restrictions are placed on the sale of our products.
Specific risks associated with medical insurance coverage and reimbursement
include:

     .  Significant uncertainty exists as to the reimbursement status of newly
        approved health care products, and third-party payers are increasingly
        challenging the prices charged for medical products and services;

     .  Adequate insurance coverage may not be available to allow us to charge
        prices for products which are adequate for us to realize an appropriate
        return on our development costs. If adequate coverage and reimbursement
        are not provided for use of our products, the market acceptance of these
        products will be negatively affected;

     .  Health maintenance organizations and other managed care companies may
        seek to negotiate substantial volume discounts for the sale of our
        products to their members thereby reducing our profit margins;

     .  In recent years, bills proposing comprehensive health care reform have
        been introduced in Congress that would potentially limit pharmaceutical
        prices and establish mandatory or voluntary refunds. It is uncertain if
        any legislative proposals will be adopted and how federal, state or
        private payers for health care goods and services will respond to any
        health care reforms.

WE HAVE LIMITED MANUFACTURING CAPACITY AND MARKETING EXPERIENCE AND EXPECT TO BE
HEAVILY DEPENDENT UPON THIRD PARTIES TO MANUFACTURE AND MARKET APPROVED
PRODUCTS.

     We currently have limited manufacturing facilities for either clinical
trial or commercial quantities of any of our technologies and currently have no
plans to obtain additional facilities. To date, we have obtained the limited
amount of quantities required for pre-clinical and clinical trials from contract
manufacturing companies. We intend to continue using contract manufacturing
arrangements with experienced firms for the supply of material for both clinical
trials and any eventual commercial sale, with the

                                       12



exception of Troponin, which we presently plan to produce in our facility in
Baltimore, Maryland.

       We will depend upon third parties to produce and deliver products in
accordance with all FDA and other governmental regulations. We may not be able
to contract with manufacturers who can fulfill our requirements for quality,
quantity and timeliness, or be able to find substitute manufacturers, if
necessary. The failure by any third party to perform their obligations in a
timely fashion and in accordance with the applicable regulations may delay
clinical trials, the commercialization of products, and the ability to supply
product for sale.

       With respect to our most advanced product candidate, the ALTROPANE(TM)
imaging agent, we have entered into an agreement with, and are highly dependent
upon, MDS Nordion. Under the terms of the agreement, which currently expires on
December 31, 2002, we paid Nordion a one-time fee of $300,000 in connection with
its commitment to designate certain of its faculties exclusively for the
production of the Altropane imaging agent. We also paid Nordion approximately
$900,000 to establish a GMP certified manufacturing process for the production
of the Altropane imaging agent. Finally, we have agreed to minimum monthly
purchases of the Altropane imaging agent of at least $20,000 through December
31,2002. The agreement provides for MDS Nordion to manufacture the ALTROPANE(TM)
imaging agent for our future clinical trials and, if the drug is approved, for
commercial supply. The agreement

                                       13



also provides that MDS Nordion will compile and prepare the information
regarding manufacturing that will be a required component of any NDA we file for
the ALTROPANE(TM) imaging agent in the future. We do not presently have
arrangements with any other suppliers in the event that Nordion is unable to
manufacture ALTROPANE(TM) for us. We could encounter a significant delay before
another supplier could manufacture ALTROPANE(TM) for us due to the time
required to establish a GMP manufacturing process for the ALTROPANE(TM) imaging
agent.

     We do not have any experience in marketing pharmaceutical products. In
order to earn a profit on any future product, we will be required to either
enter into arrangements with third parties with respect to marketing the
products or internally develop such marketing capability. We may encounter
difficulty in negotiating sales and marketing arrangements with third parties on
favorable terms for us. Most of the companies who can provide such services are
financially stronger and more experienced in selling pharmaceutical products
than we are. As a result, they may be in a position to negotiate an arrangement
that is more favorable to them. We could experience significant delays in
marketing any of our products if we are required to internally develop a sales
and marketing organization. We have no experience in performing such activities
and could incur significant costs in developing such a capability.

WE HAVE OPTIONS AND WARRANTS OUTSTANDING WHICH, WHEN EXERCISED OR CONVERTED, MAY
CAUSE DILUTION TO OUR STOCKHOLDERS.

     As of June 30, 2002, options and warrants to purchase approximately 9.6
million shares of our common stock were outstanding at exercise prices ranging
from $0.63-$15.00 per share. Approximately one million of these previously
granted options and warrants have exercise prices of $2.00 per share and below,
and approximately 8.6 million have exercise prices above $2.00 per share.
Approximately 1.9 million warrants contain anti-dilution provisions that will
decrease the exercise price of these instruments if we sell common stock at a
price below the exercise price of these warrants (which is currently $2.15),
with some limited exceptions. These warrants also contain additional provisions
that could result in us issuing additional warrants to these warrant holders if
we sell common stock at a price below the exercise price of these warrants.
Approximately 200,000 other warrants contain anti-dilution provisions that will
decrease the exercise price of these instruments if we sell common stock at a
price below the exercise price of these warrants which presently range from
$5.06 to $6.81. The Company is also obligated, to the Pictet Global Sector
Fund-Biotech, to issue additional warrants in an amount equal to 9.9% of the
increase in common stock outstanding from June 25, 2001 through June 30, 2004,
provided that the total number of such additional warrants cannot exceed
240,000. In accordance with this agreement, the Company issued an additional
163,110 warrants, exercisable at $1.27 per share, based on the increase in
common stock outstanding from June 25, 2001 through June 30, 2002. The remaining
obligation of up to 76,890 additional warrants may become issuable based on the
increase in common stock outstanding from July 1, 2002 through June 30, 2004.
Any additional warrants issued will be exercisable at the market price of our
common stock on the date of issuance. Any of the foregoing provisions could
motivate the holders of these instruments, to sell our common stock short in the
public market, which could negatively affect our stock price. The exercise of
our options and warrants will dilute the percentage ownership interest of our
current stockholders. In addition, the terms upon which we would be able to
obtain additional money through the sale of our stock may be negatively affected
by the existence of these warrants and options, because new investors may be
concerned about the impact upon the future market price of the stock if these
warrants and options were consistently exercised and the underlying stock sold.

OUR STOCK PRICE MAY CONTINUE TO BE VOLATILE AND CAN BE EFFECTED BY FACTORS
UNRELATED TO OUR BUSINESS AND OPERATING PERFORMANCE.

     The market prices for securities of biotechnology and emerging
pharmaceutical companies in general have been highly volatile and may continue
to be highly volatile in the future. The stock market has from time to time
experienced extreme price and volume fluctuations that have affected the market
prices for biotechnology and emerging pharmaceutical companies. These price and
volume fluctuations have often been unrelated to the operating performance of
such companies. These broad market fluctuations may adversely affect the market
price of our common stock. The table below sets forth the highest and lowest
closing prices for our stock during each quarter since January 1, 2000 and
demonstrates the volatility of our stock price:

                                       14






                                                                                       High     Low
                                                                                     -------   ------
                                                                                         
         YEAR ENDED DECEMBER 31, 2002
         Quarter ended March 31, 2002...........................................     $  3.71   $ 1.98
         Quarter ended June 30, 2002............................................        2.44     1.21
         Quarter ended September 30, 2002.......................................        1.61     0.96
         YEAR ENDED DECEMBER 31, 2001
         Quarter ended March 31, 2001...........................................     $  5.25     3.50
         Quarter ended June 30, 2001............................................        4.08     2.50
         Quarter ended September 30, 2001.......................................        3.68     1.55
         Quarter ended December 31, 2001........................................        3.50     1.65
         YEAR ENDED DECEMBER 31, 2000
         Quarter ended March 31, 2000...........................................     $ 16.13   $ 3.50
         Quarter ended June 30, 2000............................................       10.19     5.00
         Quarter ended September 30, 2000.......................................       12.13     6.75
         Quarter ended December 31, 2000........................................        7.94     2.56



THE FOLLOWING FACTORS, IN ADDITION TO OTHER RISK FACTORS DESCRIBED IN THIS
SECTION, MAY HAVE A SIGNIFICANT IMPACT ON THE MARKET PRICE OF OUR COMMON STOCK:

     .  Announcements of technological innovations or new commercial products by
        our competitors or us;

     .  Announcements in the scientific and research community;

     .  Developments concerning proprietary rights, including patents;

     .  Delay or failure in initiating, conducting, completing or analyzing
        clinical trials or problems relating to the design, conduct or results
        of these trials;

     .  Developments concerning our collaborations;

     .  Publicity regarding actual or potential medical results relating to
        products under development by our competitors or us;

     .  Conditions and publicity regarding the life sciences industry generally;

     .  Regulatory developments in the U.S. and foreign countries;

     .  Period-to-period fluctuations in our financial results;

                                       15



     .  Differences in actual financial results versus financial estimates by
        securities analysts and changes in those estimates; and

     .  Litigation.

     Securities class action litigation is often initiated against companies
following periods of volatility in the market price of the companies'
securities. Engaging in securities litigation could result in substantial costs
for us and divert management's attention and resources, potentially resulting in
serious harm to our business. If securities litigation against us is successful,
we could incur significant costs or damages.

WE HAVE IMPLEMENTED ANTI-TAKEOVER PROVISIONS WHICH COULD DISCOURAGE OR PREVENT A
TAKEOVER, EVEN IF AN ACQUISITION WOULD BE BENEFICIAL TO OUR STOCKHOLDERS.

     Provisions of our shareholder rights plan, our amended and restated
certificate of incorporation and our bylaws, as well as provisions of Delaware
law, could make it more difficult for a third party to acquire us, even if doing
so would be beneficial to our stockholders. These provisions may also make it
more difficult for our stockholders to remove members of our board of directors
or management. If a change of control is delayed or prevented the market price
of our common stock could suffer.

                                       16



                                 USE OF PROCEEDS

The net proceeds from the sale of the securities will be received by the selling
stockholders. We will not receive any proceeds from the sale of the securities
by the selling stockholders.

                      ISSUANCE OF COMMON STOCK AND WARRANTS
                             TO SELLING STOCKHOLDERS

The following is a summary description of our issuance of the common stock and
warrants which are exercisable by the selling stockholders for common stock
being offered pursuant to this prospectus.

In April 2002, the Company entered into a consulting agreement with Alexandros
Partners LLC under which Alexandros will provide investor relations-related
services. Under the terms of the agreement, as partial consideration for the
services to be provided by Alexandros, the Company issued warrants to purchase
25,000 shares of common stock, which are exercisable in April 2002 at an
exercise price of $2.00 per share, as partial compensation for the services to
be provided by Alexandros Partners LLC. The warrants expire in April 2007. The
common stock underlying the warrants will be issued pursuant to exemptions
afforded by Section 4(2) of the Securities Act.

In March 2002, the Company issued an aggregate of 1,599,568 shares of common
stock and warrants to purchase a total of 399,892 shares of our common stock to
certain selling stockholders in exchange for $3,439,071 in gross proceeds. The
following individuals and entities purchased common stock and warrants in the
March 2002 financing: Gerald & Mona Levine, Gainesborough LLC, Garret G. Thunen
& Carol Thunen, Anthony Low - Beer IRA, Paris Nikolaides, Aeolian Investment
Fund, Konstantine Papatheodorou, GDH Partners, LP, Kurt A. Dasse, John N.
Hatsopoulos, Paul Potamianos, Christos Ioannides, Anthony S. Loumidis, Costas
Markides, KSH Strategic Investment Fund I, LP, Peter S. Lynch and Carolyn A.
Lynch JROS, The Lynch Foundation, Peter and Carolyn Lynch Charitable Remainder
Trust, Thomas F. and Evelyn S. Widmer, Boston Private Bank & Trust Company FBO
E. Christopher Palmer IRA, Robert Gipson, Thomas Gipson and Nikos Monoyios. The
warrants are exercisable to purchase 399,892 shares of common stock at an
exercise price of $2.75 per share. The warrants are currently exercisable and
expire in March 2007. The common stock was issued, and the common stock
underlying the warrants will be issued, pursuant to exemptions afforded by
Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.

On March 12, 2002, the Company issued 157,557 warrants to purchase common stock
at $2.75 per share to Brimberg & Co., L.P. who acted as Placement Agent in
connection with the March 2002 financing. The Company also issued 15,576
warrants to purchase common stock at $2.75 per share to Celia Kupferberg, who
secured investors for the March 2002 financing. The warrants were issued to each
party as partial consideration for their services, are currently exercisable,
and expire in March 2007. The common stock underlying the warrants will be
issued pursuant to exemptions afforded by Section 4(2) of the Securities Act and
Rule 506 of Regulation D thereunder.

In June 2001, the Company entered into an agreement with Pictet Global Sector
Fund-Biotech, or Pictet whereby Pictet agreed to defer the effective date of the
reset provision contained in its existing 500,000 warrants (300,000 exercisable
at $8.00 per share and 200,000 exercisable at $10.00 per share) until June 30,
2002, at which time the exercise price was reset to $3.00 per share. In return,
the Company issued 160,000 additional new warrants exercisable at $3.40 per
share to Pictet. The Company is also obligated to issue additional warrants in
an amount equal to 9.9% of the increase in common stock outstanding from June
25, 2001 through June 30, 2004, provided that the total number of such
additional warrants cannot exceed 240,000. In accordance with this agreement,
the Company issued an additional 163,110 warrants, exercisable at $1.27 per
share, based on the increase in common stock outstanding from June 25, 2001
through June 30, 2002. The remaining obligation of up to 76,890 warrants may
become issuable based on the increase in common stock outstanding from July 1,
2002 through June 30, 2004. The common stock underlying the warrants will be
issued pursuant to exemptions afforded by Section 4(2) of the Securities Act and
Rule 506 of Regulation D thereunder.

In October 2001, the Company entered into a consulting agreement with Dr. Robert
Licho. Dr. Licho is an expert in SPECT imaging and will be assisting the Company
in its ALTROPANE(TM) Phase II clinical trials. Under the terms of the
agreement, as partial compensation for the services to be provided by Dr. Robert
Licho, the Company issued warrants to purchase 10,000 shares of common stock,
which are exercisable in October 2002, at an exercise price of $1.90 per share.

                                       17



The warrants expire in October 2011. The common stock underlying the warrants
will be issued pursuant to exemptions afforded by Section 4(2) of the Securities
Act.

Subject to certain exceptions, the exercise price of all of the warrants
described above will be reduced if the Company issues to the holders of its
common stock certain dividends. In such event, the exercise price of the
warrants is adjusted so that the warrantholder is entitled to receive, upon
exercise of the warrant, an additional number of shares of common stock equal to
the number of additional shares that the warrantholder would have received if it
had exercised the warrant prior to payment of the dividend.

                              SELLING STOCKHOLDERS

The number of shares registered in the registration statement of which this
prospectus is a part and the number of shares offered in this prospectus
represents our bona fide estimate of the number of shares issuable upon exercise
of the warrants. The number of shares that will ultimately be issued to the
selling stockholders cannot be determined at this time because it depends on (1)
whether the holders of the warrants exercise their warrants, (2) the exercise
price of the warrants at the time of exercise of the warrants.

The table below sets forth information regarding ownership of our common stock
by the selling stockholders and the number of shares that may be sold by them,
or their permitted pledges, donees, transferees or other permitted successors in
interest, under this prospectus. Each selling stockholder who purchased
securities from the Company has represented to the Company that, at the time of
such purchase, it had no agreements or understandings, directly or indirectly,
with any person to distribute the securities.  Each selling stockholder who
purchased securities from the Company and is a broker-dealer or an affiliate
thereof has represented to the Company that it purchased the securities in the
ordinary course of business. The number of shares set forth in the table as
being held by the selling stockholders includes the number of shares of common
stock that are issuable upon exercise of the warrants described above as of
March 12, 2002 with the exception of the warrants issued to Pictet Global Sector
Fund - Biotech in June 2002 (as described above and set forth in footnote 6 to
the table below). Because the selling stockholders may offer all or some portion
of the common stock listed in the table pursuant to this prospectus or
otherwise, no estimate can be given as to the amount or percentage of common
stock that will be held by the selling stockholders upon termination of the
offering. The selling stockholders may sell all, part, or none of the shares
listed. Except as noted in the table, none of the selling stockholders has had
any position, office or other material relationship with the Company, other than
as a security holder, during the past three years.



                                                                                                  Securities Owned
                          Securities Owned Prior to Offering                                      After Offering(1)
                          ----------------------------------                                      -----------------
                                                            Shares of
                                          Shares of        Common Stock    Percent of         Number of
          Name of Selling                  Common            Offered         Common           Shares of       Percent of
             Shareholder                  Stock (3)         Hereby (3)      Stock (1)       Common Stock     Common Stock
          ---------------                 ---------        ------------    ----------       ------------     ------------
                                                                                                     
Gerald & Mona Levine                         58,140              58,140             *                  0            *
Gainesborough LLC (11)                      290,700             290,700         1.30%                  0            *
Garret G. Thunen & Carol Thunen              87,500              87,500             *                  0            *
Anthony Low-Beer IRA                         31,250              31,250             *                  0            *
Paris Nikolaides                             25,000              25,000             *                  0            *
Aeolian Investment Fund                     125,000             125,000             *                  0            *
Konstantine Papatheodorou                    25,000              25,000             *                  0            *
GDH Partners, LP                            195,375(9)          145,375             *             50,000            *
Kurt A. Dasse                                11,625              11,625             *                  0            *
John N. Hatsopoulos                         145,375             145,375             *                  0            *
Paul Potamianos                              29,070              29,070             *                  0            *
Christos Ioannides                           31,965              31,965             *                  0            *
Anthony S. Loumidis                          20,000              20,000             *                  0            *
Costas Markides                              29,070              29,070             *                  0            *
KSH Strategic Investment Fund
 I, LP                                       58,140              58,140             *                  0            *
Peter S. Lynch and Carolyn A.
 Lynch JROS                                  62,500              62,500             *                  0            *
The Lynch Foundation                        112,500             112,500             *                  0            *



                                       18





                                                                                                    
Peter and Carolyn Lynch
 Charitable Remainder Trust                  43,750              43,750             *                  0            *
Thomas F. and Evelyn S. Widmer               12,500              12,500             *                  0            *
Boston Private Bank & Trust
 Company FBO E. Christopher
 Palmer IRA **                              232,216(5)           30,000         1.03%            202,216(7)         *
Alexandros Partners LLC                      25,000(4)           25,000(4)          *                  0            *
Celia Kupferberg                             15,756(4)           15,756(4)          *                  0            *
Brimberg & Co., L. P. (10)                  157,557(4)          157,557(4)          *                  0            *
Pictet Global Sector
 Fund-Biotech (12)                        2,179,066(6)          323,110(4)      9.39%(2)       1,855,956(8)        8.11%(2)
Robert Licho                                 10,000(4)           10,000(4)          *                  0            *
Robert Gipson                               250,000             250,000         1.12%                  0            *
Thomas Gipson                               250,000             250,000         1.12%                  0            *
Nitros Manuyios                             125,000             125,000             *                  0            *



*     Less than one percent.

**    E. Christopher Palmer is a member of the Company's Board of Directors

     (1) Except as otherwise indicated, the number of shares beneficially
         owned is determined by rules promulgated by the SEC and the
         information is not necessarily indicative of beneficial ownership for
         any other purpose. The percentage of beneficial ownership is based on
         22,374,210 shares of common stock issued and outstanding on June 30,
         2002.

     (2) The percentage of beneficial ownership is based on 22,374,210 shares
         of common stock issued and outstanding on June 30, 2002.

     (3) Except as otherwise indicated, the number of shares of common stock
         includes shares that are issuable upon the exercise of certain
         warrants in an amount equal to 20% of the total number of shares.

     (4) Represents shares issuable upon the exercise of certain warrants.

     (5) Includes 179,716 shares of common stock issuable upon the exercise of
         certain stock options and 6,000 shares of common stock issuable upon
         the exercise of certain warrants.


     (6) Includes 823,110 shares of common stock issuable upon the exercise of
         certain warrants. These shares include the 163,110 warrants issued to
         Pictet for the period from June 25, 2001 through June 30, 2002, but do
         not include the 76,890 warrants which may become issuable in the
         future.


     (7) Includes 179,716 shares of common stock issuable upon the exercise of
         certain stock options.

     (8) Includes 500,000 shares of common stock issuable upon the exercise of
         certain warrants.

     (9) Includes 29,075 shares of common stock issuable upon the exercise of
         certain warrants.

    (10) The selling stockholder is a broker-dealer and may be deemed to be an
         underwriter.

    (11) The natural person who has voting or investment power for
         Gainesborough, LLC is Arthur G. Koumantzelis.

    (12) The natural persons who have voting or investment power for Pictet
         Global Sector Fund Biotech and Patrick Schott and Jerry Hilger.


                                       19



                              PLAN OF DISTRIBUTION

BLSI is registering the shares of common stock on behalf of the selling
stockholders. The selling stockholders will act independently of BLSI in making
decisions with respect to the timing, manner and size of each sale. All costs,
expenses and fees in connection with the registration of the shares offered by
this prospectus will be borne by BLSI, other than brokerage commissions and
similar selling expenses, if any, attributable to the sale of shares which will
be borne by the selling stockholders. Sales of shares may be effected by selling
stockholders from time to time in one or more types of transactions (which may
include block transactions) on the Nasdaq National Market, in the
over-the-counter market, in negotiated transactions, through put or call options
transactions relating to the shares, or a combination of such methods of sale,
at market prices prevailing at the time of sale, or at negotiated prices. Such
transactions may or may not involve brokers or dealers. The selling stockholders
have advised BLSI that they have not entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding the sale of
their securities, nor is there an underwriter or coordinated broker acting in
connection with the proposed sale of shares by the selling stockholders.

The selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions. In connection with such transactions and
subject to the restrictions noted above, broker-dealers or other financial
institutions may engage in short sales of the shares or of securities
convertible into or exchangeable for the shares in the course of hedging
positions

                                       20



they assume with selling stockholders. The selling stockholders may also enter
into options or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealers or other
financial institutions of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as amended or supplemented to reflect such transaction).

The selling stockholders may make these transactions by selling shares directly
to purchasers or to or through broker-dealers, which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).

The selling stockholders may from time to time pledge or grant a security
interest in some or all of the shares owned by them. If the selling stockholders
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell their shares from time to time under a supplement to
this prospectus or a post-effective amendment to the registration statement of
which this prospectus is a part, as applicable law may require, amending the
list of selling stockholders to include the pledgee, transferee or other
successors in interest as selling stockholders under this prospectus. The
selling stockholders also may transfer the shares in other circumstances, in
which case the transferees, pledges or other successors in interest will be the
selling beneficial owners for purposes of this prospectus subject to filing any
supplement to this prospectus or post-effective amendment to the registration
statement required by applicable law.

The selling stockholders and any broker-dealers that act in connection with the
sale of shares may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and any commissions received by such broker-dealers
or any profit on the resale of the shares sold by them while acting as
principals may be deemed to be underwriting discounts or commissions under the
Securities Act. The selling stockholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.

Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling stockholders may be
subject to the prospectus delivery requirements of the Securities Act. We have
informed the selling stockholders that the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to their sales in the
market.

Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.

Upon BLSI being notified by a selling stockholder 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, a supplement to this prospectus will be
filed, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing:

       .   the name of each such selling stockholder and of the participating
           broker-dealer(s);

       .   the number of shares involved;

       .   the initial price at which such shares were sold;

                                       21



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

       .   that such 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 transactions.

We have agreed to indemnify the selling stockholders in certain circumstances
against some liabilities, including liabilities that could arise under the
Securities Act. The selling stockholders have agreed to indemnify us, our
directors and our officers who sign the registration statement against some
liabilities, including liabilities that could arise under the Securities Act.

We have agreed to maintain the effectiveness of this registration statement
until the earlier of the sale of all the shares offered by this prospectus or
the date that each holder of such shares can sell all of the shares it holds in
any three-month period in compliance with Rule 144(k) promulgated under the
Securities Act, but in no event for more than five years following the
effectiveness of the registration statement of which this prospectus is a part.
No sales may be made pursuant to this prospectus after the expiration date
unless we amend or supplement this prospectus to indicate that we have agreed to
extend the period of effectiveness. The selling stockholders may sell all, some
or none of the shares offered by this prospectus.

                                  LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed upon
for BLSI by Ropes & Gray, Boston, Massachusetts.

                                     EXPERTS

The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K, as amended on April 30, 2002, for
the year ended December 31, 2001 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.

                              AVAILABLE INFORMATION

This prospectus, which constitutes a part of a registration statement on Form
S-3 (the "registration statement") filed by us with the Securities and Exchange
Commission (the "Commission") under the Securities Act, omits certain of the
information set forth in the registration statement. Reference is hereby made to
the registration statement and to the exhibits thereto for further information
with respect to us and the securities offered hereby. Copies of the registration
statement and the exhibits thereto are on file at the offices of the Commission
and may be obtained upon payment of the prescribed fee or may be examined
without charge at the public reference facilities of the Commission described
below or via the Commission's web site described below.

Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.

                                       22



We are subject to the informational requirements of the Exchange Act, and,
accordingly, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549, and at the Commission's Regional Offices located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
documents may also be obtained from the Public Reference Room of the Commission
at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed
rates. Information regarding the operation the Public Reference Room may be
obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a
web site (http://www.sec.gov) that contains material regarding issuers that file
electronically with the Commission. In addition, our common stock is traded on
the Nasdaq National Market and reports and proxy statements concerning us can be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, NW, Washington, D.C. 20006.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents or portions of documents filed by the Company (File No.
0-6533) with the Commission are incorporated herein by reference:

     (a) Annual Report on Form 10-K, as amended on April 30, 2002 and August 9,
     2002 for the fiscal year ended December 31, 2001.

     (b) Quarterly Reports on Form 10-Q for the periods ended March 31, 2002 and
     June 30, 2002.

     (c) Our Definitive Proxy Statement dated May 1, 2002 for the Company's 2002
     Annual Meeting of Stockholders.

     (d) Current Reports on Form 8-K dated March 11, 2002 (as amended on Form
     8-K/A dated March 12, 2002), July 10, 2002 and July 25, 2002.

     (e) The description of our common stock contained in our registration
     statement on Form 8-A filed under the Exchange Act, including any amendment
     or reports filed for the purpose of updating such description.

All reports and other documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of the filing of such reports or documents. Any statement
contained in a document, all or a portion of which is incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

Upon written or oral request, we will provide without charge to each person,
including any beneficial owner, to whom this prospectus is delivered a copy of
any or all of such documents which are incorporated herein by reference (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that this Prospectus incorporates).
Written or oral requests for copies should be directed to Joseph P. Hernon,
Executive Vice President and Chief Financial Officer, 20 Newbury Street, Boston,
Massachusetts 02116, telephone number (617) 425-0200.

                                       23



We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized information. If anyone provides you with different or
inconsistent information, you should not rely on it. This prospectus does not
offer to sell any shares in any jurisdiction where it is unlawful. The
information in this prospectus is current as of the date shown on the cover
page.

                            Boston Life Sciences, Inc


                               2,530,883 Shares of
                                  Common Stock

                                   PROSPECTUS
                                     , 2002



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated costs and expenses of the sale and
distribution of the securities being registered, all of which are being borne by
us.

          Securities and Exchange Commission filing fee.............    $    500
          Printing expenses.........................................       2,500
          Legal, accounting and other professional services.........      30,000
          Miscellaneous.............................................       2,000
                                                                        --------

          Total.....................................................    $ 35,000
                                                                        ========

ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Delaware General Corporation Law authorizes us to grant indemnities to
directors and officers in terms sufficiently broad to permit indemnification of
such persons under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
In addition, we have obtained Directors' and Officers' Liability Insurance,
which insures its officers and directors against certain liabilities such
persons may incur in their capacities as our officers or directors.

                                      II-1



Article 6 of the our certificate of incorporation provides as follows:

     SIXTH: No director of the Corporation shall be personally liable to the
     Corporation or any of its stockholders for monetary damages for breach of
     fiduciary duty as a director, except for liability (i) for any breach of
     the director's duty of loyalty to the Corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under Section 174 of the
     Delaware General Corporation Law, as the same exists or hereafter may be
     amended, or (iv) for any transaction from which the director derived an
     improper personal benefit. If the Delaware General Corporation Law
     hereafter is amended to authorize the further elimination or limitation of
     the liability of directors, then the liability of a director of the
     Corporation, in addition to the limitation on personal liability provided
     herein, shall be limited to the fullest extent permitted by the amended
     Delaware General Corporation Law. Any repeal or modification of this
     paragraph by the stockholders of the Corporation shall be prospective only,
     and shall not adversely affect any limitation on the personal liability of
     a director of the Corporation existing at the time of such repeal or
     modification.

Article VI of the our by-laws provides in relevant part as follows:

     SECTION 1. The corporation shall indemnify any person who was or is a party
     or is threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of the Corporation)
     by reason of the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in connection with such
     action, suit or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful. The termination of
     any action, suit or proceeding by judgment, order, settlement, conviction,
     or upon a plea of nolo contendere or its equivalents, shall not, of itself,
     create a presumption that the person did not act in good faith and in a
     manner which he reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that his conduct was
     unlawful.

     SECTION 2. The corporation shall indemnify any person who was or is a party
     or is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture, trust or other
     enterprise against expenses (including attorneys' fees) actually and
     reasonably incurred by him in connection with the defense or settlement of
     such action or suit if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the corporation
     except that no indemnification shall be made in respect of any claim, issue
     or matter as to which such person shall have been adjudged to be liable to
     the corporation unless and only to the extent that the Court of Chancery or
     the court in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but in view of all
     the circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which the Court of Chancery or such
     other court shall deem proper.

                                      II-2



ITEM 16.    EXHIBITS

The following is a list of exhibits filed as part of this registration
statement.

  Exhibit
  Number     Description and Method of Filing
  -------    --------------------------------


     4.1     Specimen Common Stock Certificate (1)
     4.2     Form of Common Stock Purchase Warrant received by the Investors to
             the March 2002 Private Placement (2)
     4.3     Form of Common Stock Purchase Warrant received by Pictet (3); as
             amended on March 27, 2001 and June 25, 2001 (4)
     4.4     Form of Common Stock Purchase Warrant (8)
     5       Opinion of Ropes & Gray (8)
    10.1     Form of Subscription Agreement by and among the Company and each
             investor in the private placement (2)
    10.2     Registration Rights Agreement by and among the Company and the
             Investors named therein (2)
    10.3     Securities Purchase Agreement dated June 1, 2000 between the Pictet
             and the Company (5)
    10.4     Registration Rights Agreement dated June 1, 2000 between Pictet and
             the Company (5)
    10.5     Consulting agreement by and among the Company and Alexandros
             Partners LLC (8)
    10.6     License Agreement between HARVARD and NeuroBiologics, Inc.
             (a subsidiary of the Company) dated as of December 10, 1993.
             (relating to Altropane) (6)
    10.7     License Agreement between Children's Medical Center Corporation and
             ProCell Pharmaceuticals, Inc. (a subsidiary of the Company) dated
             as of March 15, 1993. (relating to Troponin) (6)

    10.8     Amendment, dated March 18, 1996, to License Agreement between
             Children's Medical Center Corporation and ProCell Pharmaceuticals,
             Inc. (a subsidiary of the Company) dated as March 15, 1993. (8)
    10.9     Manufacturing Agreement dated August 9, 2000 between Boston Life
             Sciences, Inc. and MDS Nordion, Inc. (7)
    10.10    Amendment dated August 23, 2001 to Manufacturing Agreement dated
             August 9, 2000 between Boston Life Sciences, Inc. and MDS Nordion,
             Inc. (7)
    10.11    License Agreement between President and Fellows of Harvard College
             and Boston Life Sciences, Inc. dated as of March 15, 2000.
             (relating to Altropane) (8)
    10.12    Exclusive License Agreement between Children's Medical Center
             Corporation and Boston Life Sciences, Inc. dated as of December 15,
             1998. (relating to Inosine) (8)
    23.1     Consent of Ropes & Gray (8)
    23.2     Consent of PricewaterhouseCoopers LLP (9)

    24       Power of Attorney (8)


         (1) Incorporated by reference to Boston Life Sciences, Inc.'s
             Registration Statement on Form S-3 filed with the Securities and
             Exchange Commission, Registration No. 33-25955

         (2) Incorporated by reference to BLSI's Report on Form 8-K dated March
             11, 2002

         (3) Incorporated by reference to BLSI's Report on Form 8-K dated June
             1, 2000

         (4) Incorporated by reference to BLSI's Quarterly Report on Form 10-Q
             for the quarter ended June 30, 2001

         (5) Incorporated by reference to BLSI's Registration Statement on Form
             S-3 (No. 333-44298)

         (6) Incorporated by reference to Greenwich Pharmaceuticals, Inc.'s
             Registration Statement on Form S-4 (No. 33-91106) (Greenwich
             Pharmaceuticals is the former name of the Company. The Company
             acquired the license

                                      II-3



             agreements described above in connection with its June 1995 merger
             with Boston Life Sciences. The entities indicated above were
             subsidiaries of Boston Life Sciences).

         (7) Incorporated by reference to Boston Life Science's Annual Report on
             Form 10-K for the year ended December 31, 2001.

         (8) Previously filed

         (9) Filed herewith

                                      II-4



ITEM 17.    UNDERTAKINGS

A.      Rule 415 Offering

        The undersigned registrant hereby undertakes:

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

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

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

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

        Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
        if the registration statement is on Form S-3 or Form S-8, and the
        information required to be, included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        registration statement.

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

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

B.      Filings Incorporating Subsequent Exchange Act Documents by Reference

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration 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-5



C.      Request for Acceleration of Effective Date

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 the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-6



                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on October 1,
2002.



                                          BOSTON LIFE SCIENCES, INC.

                                               By:  /s/ S. DAVID HILLSON
                                                    --------------------


                                                    S. David Hillson, Esq.

                                                    Chairman and Chief

                                                    Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities
and on the dates indicated.





        Signature                          Title                                Date
        ---------                          -----                                ----
                                                                          
        /s/ S. DAVID HILLSON               Chairman, and Chief Executive        October 1, 2002
        --------------------               Officer (Principal Executive
        S. David Hillson, Esq.             Officer)

        /s/ ROBERT J. ROSENTHAL            Director, President, and             October 1, 2002
        -----------------------            Chief Operating Officer
        Robert J. Rosenthal

        /s/ MARC E. LANSER*                Director, Executive Vice President   October 1, 2002
        -------------------                and Chief Scientific Officer
        Marc E. Lanser, M.D.

        /s/ JOSEPH P. HERNON*              Executive Vice President, Chief      October 1, 2002
        ---------------------              Financial Officer and Secretary
        Joseph P. Hernon, CPA              (Principal Financial and
                                           Accounting Officer)

        /s/ COLIN B. BIER*                 Director                             October 1, 2002
        ------------------
        Colin B. Bier, Ph.D.

        /s/ SCOTT WEISMAN*                 Director                             October 1, 2002
        ------------------
        Scott Weisman, Esq.

        /s/ ROBERT LANGER*                 Director                             October 1, 2002
        ------------------
        Robert Langer, Sc.D.

        /s/ IRA W. LIEBERMAN*              Director                             October 1, 2002
        ---------------------
        Ira W. Lieberman Ph.D.

        /s/ E. CHRISTOPHER PALMER*         Director                             October 1, 2002
        --------------------------
        E. Christopher Palmer, CPA





 * By:   /s/ JOSEPH P. HERNON*
        ---------------------
        Joseph P. Hernon
        Attorney-in-fact



EXHIBIT INDEX

Exhibit
Number       Description and Method of Filing
- ------       --------------------------------

     4.1     Specimen Common Stock Certificate (1)
     4.2     Form of Common Stock Purchase Warrant received by the Investors to
             the March 2002 Private Placement (2)
     4.3     Form of Common Stock Purchase Warrant received by Pictet (3); as
             amended on March 27, 2001 and June 25, 2001 (4)
     4.4     Form of Common Stock Purchase Warrant (8)
     5       Opinion of Ropes & Gray (8)
    10.1     Form of Subscription Agreement by and among the Company and each
             investor in the private placement (2)
    10.2     Registration Rights Agreement by and among the Company and the
             Investors named therein (2)
    10.3     Securities Purchase Agreement dated June 1, 2000 between the Pictet
             and the Company (5)
    10.4     Registration Rights Agreement dated June 1, 2000 between Pictet and
             the Company (5)
    10.5     Consulting agreement by and among the Company and Alexandros
             Partners LLC (8)
    10.6     License Agreement between HARVARD and NeuroBiologics, Inc.
             (a subsidiary of the Company) dated as of December 10, 1993.
             (relating to Altropane) (6)
    10.7     License Agreement between Children's Medical Center Corporation and
             ProCell Pharmaceuticals, Inc. (a subsidiary of the Company) dated
             as of March 15, 1993. (relating to Troponin) (6)


    10.8     Amendment, dated March 18, 1996, to License Agreement between
             Children's Medical Center Corporation and ProCell Pharmaceuticals,
             Inc. (a subsidiary of the Company) dated as March 15, 1993. (8)
    10.9     Manufacturing Agreement dated August 9, 2000 between Boston Life
             Sciences, Inc. and MDS Nordion, Inc. (7)
    10.10    Amendment dated August 23, 2001 to Manufacturing Agreement dated
             August 9, 2000 between Boston Life Sciences, Inc. and MDS Nordion,
             Inc. (7)
    10.11    License Agreement between President and Fellows of Harvard College
             and Boston Life Sciences, Inc. dated as of March 15, 2000.
             (relating to Altropane) (8)
    10.12    Exclusive License Agreement between Children's Medical Center
             Corporation and Boston Life Sciences, Inc. dated as of December 15,
             1998. (relating to Inosine) (8)
    23.1     Consent of Ropes & Gray (8)
    23.2     Consent of PricewaterhouseCoopers LLP (9)

    24       Power of Attorney (8)

       (1) Incorporated by reference to Boston Life Sciences, Inc.'s
           Registration Statement on Form S-3 filed with the Securities and
           Exchange Commission, Registration No. 33-25955

       (2) Incorporated by reference to BLSI's Report on Form 8-K dated March
           11, 2002

       (3) Incorporated by reference to BLSI's Report on Form 8-K dated June 1,
           2000

       (4) Incorporated by reference to BLSI's Quarterly Report on Form 10-Q for
           the quarter ended June 30, 2001

       (5) Incorporated by reference to BLSI's Registration Statement on Form
           S-3 (No. 333-44298)

       (6) Incorporated by reference to Greenwich Pharmaceuticals, Inc.'s
           Registration Statement on Form S-4 (No.33-91106) (Greenwich
           Pharmaceuticals is the former name of the Company. The Company
           acquired the license agreements described above in connection with
           its June 1995 merger with Boston Life Sciences. The entities
           indicated above were subsidiaries of Boston Life Sciences).

       (7) Incorporated by reference to Boston Life Science's Annual Report on
           Form 10-K for the year ended December 31, 2001.

       (8) Previously filed

       (9) Filed herewith