LIFE MEDICAL SCIENCES, INC.
PO Box 219
Little Silver, NJ 07739

NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY APRIL 23, 2004

Notice is hereby given that the Annual Meeting of Stockholders of LIFE
MEDICAL SCIENCES, INC., a Delaware corporation (the "Company"), will be held at
the offices of Eisner LLP 750 Third Avenue, New York, NY 10117 on Friday April
23, 2004, at 10:00 a.m. local time (the "Meeting") for the following purposes:

1. To consider and vote upon the election of six directors;

2. To ratify the appointment of Eisner LLP as the independent auditors of the
Company; and

3. To transact such other business as may properly come before the Meeting or
any adjournments thereof.

The close of business on February 23, 2004, has been fixed as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the Meeting. A complete list of those stockholders will be open to
examination of any stockholder, for any purpose germane to the Meeting, during
ordinary business hours at the Company's offices for a period of 10 days prior
to the Meeting. The stock transfer books of the Company will not be closed.

All stockholders are cordially invited to attend the Meeting. Whether
or not you expect to attend, you are respectfully requested by the Board of
Directors to sign, date and return the enclosed proxy promptly. Stockholders who
execute proxies retain the right to revoke them at any time prior to the voting
thereof. A return envelope, which requires no postage if mailed in the United
States, is enclosed for your convenience.

By the order of the Board of Directors,

Richard L. Franklin, MD
Chairman
Little Silver, New Jersey
- -------------------------
Dated: March 1, 2004

LIFE MEDICAL SCIENCES, INC.
PO Box 219
Little Silver, NJ 07739

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Life Medical Sciences,
Inc., a Delaware corporation (the "Company"), for the Annual Meeting of
Stockholders to be held at the offices of Eisner LLP 750 Third Avenue, New York,
NY 10117 on Friday, April 23, 2004 at 10:00 a.m., local time, and for any
adjournment or adjournments thereof (the "Meeting"), for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders. Any stockholder
giving such a proxy has the power to revoke it at any time before it is voted.
Written notice of such revocation should be forwarded directly to the Secretary
of the Company, at the above stated address. Attendance at the Meeting will not
have the effect of revoking the proxy unless such written notice is given.

If the enclosed proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the directions thereon and
otherwise in accordance with the judgment of the persons designated as proxies.
Any proxy on which no direction is specified will be voted in favor of the
actions described in this Proxy Statement, for the election of the nominees set
forth under the caption "Election of Directors" and for the ratification of the
appointment of Eisner LLP, as the independent auditors of the Company.

The approximate date on which this Proxy Statement and the accompanying
form of proxy will first be mailed or given to holders of the Company's Common
Stock, par value $.001 per share (the "Common Stock") is March 8, 2004.

The cost of solicitation of proxies will be borne by the Company. In
addition to the use of mail, employees of the Company may solicit proxies by
telephone or by other electronic means. Upon request, the Company will reimburse
brokers, dealers, bankers and trustees, or their nominees, for reasonable
expenses incurred by them in forwarding proxy materials to the beneficial
owners.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO SIGN AND RETURN
THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.

VOTING

Only holders of shares of Common Stock and Series C Convertible
Preferred Stock ("Preferred Stock") of record as at the close of business on the
Record Date (the "Voting Stock") are entitled to vote at the Meeting. The Record
Date for the Meeting is February 23, 2004. On the Record Date there were issued
and outstanding 41,482,910 shares of Common Stock and 663,400 shares of
Preferred Stock. Each outstanding share of Common Stock is entitled to one vote
and each outstanding share of Preferred Stock is entitled to ten votes upon all
matters to be acted upon at the Meeting. Holders of Common Stock and holders of
Preferred Stock will vote together as a single class. The presence in person or
by proxy of the holders of a majority of the votes represented by the Voting
Stock shall constitute a quorum for the purposes of the Meeting. The affirmative
vote of a plurality of the votes represented by the shares of Voting Stock
present in person or by proxy at the meeting is necessary to elect the nominees
as directors. The affirmative vote of a majority of the votes represented by the
shares of Voting Stock present in person or by proxy at the Meeting is necessary
to ratify the appointment of Eisner LLP, as the independent auditors of the
Company. The stockholders vote at the Meeting by casting ballots (in person or
by proxy) which will be tabulated by a person appointed by the Board before the
Meeting to serve as the inspector of election at the Meeting and who has
executed and verified an oath of office. Abstentions and broker non-votes are
included in the determination of the number of shares of Voting Stock present at
the Meeting for quorum purposes but broker non-votes are not counted in the
tabulation of the votes cast on proposals presented to stockholders. THUS, AN
ABSTENTION FROM VOTING ON ANY MATTER IS THE SAME LEGALLY AS A VOTE "AGAINST" THE
MATTER, EVEN THOUGH THE STOCKHOLDER MAY (MISTAKENLY) BELIEVE THAT AN ABSTENTION
IS NEITHER A VOTE FOR NOR A VOTE AGAINST A PROPOSAL.

ELECTION OF DIRECTORS

INFORMATION CONCERNING NOMINEES

At the Meeting, six directors will be elected by the stockholders to
serve until the next Annual Meeting of Stockholders or until their successors
are elected and shall qualify. Mr. Irwin M. Rosenthal, currently a director of
the Company, has declined to stand for reelection. Each of the nominees is
currently a director of the Company. MANAGEMENT RECOMMENDS THAT THE PERSONS
NAMED BELOW BE ELECTED AS DIRECTORS OF THE COMPANY and it is intended that the
accompanying proxy will be voted for their election as directors, unless the
proxy contains contrary instructions. The Company has no reason to believe that
any of the nominees will not be a candidate or will be unable to serve. However,
in the event that any of the nominees should become unable or unwilling to serve
as a director, the persons named in the proxy have advised that they will vote
for the election of such person or persons as shall be designated by management.

The following table sets forth the names of the nominees and certain
information with regard to each nominee:

Held Position with
Name of Nominee Age Office Since Company
- --------------- --- ------------ -------------

David G. P. Allan................. 62 June 2003 Director
Edward A. Celano.................. 65 November 1996 Director
Barry R. Frankel.................. 53 June 2003 Director
Richard L. Franklin, MD........... 58 December 2000 Chairman
Robert P. Hickey.................. 58 May 1996 President, CEO
and CFO
Walter R. Maupay, Jr.............. 64 July 1996 Director

NOMINEES FOR ELECTION AT THE MEETING

David G. P. Allan has served as a director of the Company since June
2003. Since February 1998, Mr. Allan has been Chairman & CEO of YM BioSciences,
Inc., a publicly traded, Toronto-based life sciences company focused on cancer
therapy. From March 1992 to January 1998, Mr. Allan served as Executive Director
of Yorkton Securities Inc., an investment banking firm. From February 1987 to
February 1992, Mr. Allan served as a Director of Loewen, Ondatjee McCutcheon,
Inc., an investment banking firm.

Edward A. Celano has served as a director of the Company since November
1996. Since February 2001, Mr. Celano has been Managing Director of the
Corporate Finance Group of M. R. Weiser & Co., LLP, an investment banking firm.
From May 1996 to January 2001, Mr. Celano had been an executive vice president
of Atlantic Bank of New York, a commercial bank. From November 1984 to May 1996,
Mr. Celano was a senior vice president of NatWest Bank, a commercial bank. Mr.
Celano is currently a director of the following publicly traded companies:
Entrade, Inc. and Asta Funding, Inc.

Barry R. Frankel has served as a director of the Company since June
2003. Since March 1993, Mr. Frankel has served as Managing Partner of The
Frankel Group, a life sciences management consulting firm. From October 1982 to
February 1993, Mr. Frankel served as President of SJ Weinstein Associates, a
healthcare marketing and communications firm. From June 1974 to September 1993,
Mr. Frankel served in senior marketing and strategy positions at Pfizer.

Richard L. Franklin, MD, has served as Chairman of the Board of
Directors of the Company since June 2003 and as a director of the Company since
December 2000. Since September 2002, Dr. Franklin has been Chairman of DMS Data
Systems, an internet-based information services company. From May 1996 to
September 2002, Dr. Franklin had been Chief Executive of Phairson, Ltd., a
medical product development company. From January 1991 to May 1996, Dr. Franklin
was founder and principal of Richard Franklin & Associates and from January 1988
to December 1990, Dr. Franklin was with Boston Capital Group, both of which are
consulting firms to the healthcare industry. From July 1986 to December 1987,
Dr. Franklin was head of Healthcare Corporate Finance at Tucker Anthony, an
investment banking firm.

Robert P. Hickey has served as Chief Financial Officer of the Company
since March 2000, President and Chief Executive Officer of the Company since May
1996 and as a director of the Company since July 1996. From May 1999 to June
2003, Mr. Hickey served as Chairman of the Board of Directors of the Company.
From May 1994 until joining the Company, Mr. Hickey was founder and president of
Roberts Healthcare Resources, Inc., a company engaged in project consulting to
Fortune 500 and leading edge companies in the healthcare industry. From 1975 to
1994, Mr. Hickey served in various positions at Johnson & Johnson. From 1992 to
1994, Mr. Hickey was vice president, marketing and director of Ethicon, Inc., a
unit of Johnson & Johnson.

Walter R. Maupay, Jr. has served as a director of the Company since
July 1996. At his retirement in 1995, Mr. Maupay was a group executive with
Bristol-Myers Squibb and president of Calgon Vestal Laboratories. From May 1988
to January 1995, Mr. Maupay had been president of Calgon Vestal Laboratories, a
division of Merck & Co., Inc. From 1984 to 1988, Mr. Maupay served as vice
president of Calgon Vestal Laboratories. Mr. Maupay is currently a director of
the following publicly traded companies: Kinsey Nash Corporation and Cubist
Pharmaceuticals.

Each director shall hold office until the Company's next meeting of its
shareholders and until such director's successor is duly elected and qualified
or until such director's earlier resignation or removal.

GENERAL INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES

The Board met five times in the fiscal year ended December 31, 2003. It
is the Company's policy that directors who are up for election at the Annual
Meeting attend the Annual Meeting. All of the nominees up for election at the
2003 Annual Meeting of Stockholders attended the 2003 Annual Meeting of
Stockholders.

The Delaware General Corporation Law provides that the Board, by
resolution adopted by a majority of the entire Board, may designate one or more
committees, each of which shall consist of one or more directors. The Board
annually elects from its members the Executive Committee, Audit Committee and
the Compensation Committee. During the last fiscal year each of the directors
then serving, with the exception of Messrs. Allan and Rosenthal, attended at
least 75% of the aggregate of (1) the total number of meetings of the Board
(held during the period for which he served as a director) and (2) the total
number of meetings held by all committees of the Board on which he served
(during the period for which he served as a director).

Executive Committee. The Executive Committee exercises all the powers
and authority of the Board in the management and affairs of the Company between
meetings of the Board, to the extent permitted by law. The members of the
Executive Committee are Mr. Hickey as Chairman and Dr. Franklin. During fiscal
2003, the Executive Committee did not meet separately from the Board but
performed its duties in the context of Board meetings.

Audit Committee. The Audit Committee is composed of three directors,
all of whom are independent as defined in the NASD guidelines. The Audit
Committee reviews the Company's auditing, accounting, financial reporting and
internal control functions and selects the independent auditors. In addition,
the committee monitors the non-audit services of the independent auditors.
During fiscal 2003, the Audit Committee met two times. In addition, during 2003,
the Chairman met with the independent auditors to review each of the Company's
Form 10-QSB filings. The members of the Audit Committee are Mr. Celano as
Chairman, Mr. Allan and Mr. Maupay. While each of the members of the Audit
Committee is financially literate and has accounting and finance experience,
none of such individuals is deemed a "financial expert" within the meaning of
Securities and Exchange Commission regulations. Given the limited resources of
the Company, and the qualifications of the existing committee members, the Board
of Directors has determined not to devote resources at this time to locating a
suitable "financial expert" to serve on the Audit Committee. For additional
information relating to the Audit Committee, see the Report of Audit Committee
on page 9 of this proxy statement.

Compensation Committee. The Compensation Committee reviews and
recommends to the Board remuneration arrangements, compensation plans and
approves option grants for the Company's officers, key employees, directors and
others. The Compensation Committee is composed of Mr. Maupay as Chairman and
Messrs. Celano, Frankel and Dr. Franklin. During fiscal 2003, the Compensation
Committee met two times.

Director Nomination Process. The Board of Directors has not established
a nominating committee. The nomination process is handled by the Board of
Directors. The members of the Executive Committee play a lead role in
identifying director candidates and candidates are evaluated by the entire Board
prior to nomination. The Board will also consider candidates recommended by
stockholders. Stockholders wishing to recommend nominees for election at the
2005 Annual Meeting should provide all relevant background material for the
candidate, including curriculum vitae, to the Secretary of the Company in
advance of the date set forth herein for receipt of stockholder proposals for
the 2005 Annual Meeting. The Company's directors play an important role in
guiding the Company's strategic direction and overseeing the management of the
Company. Board candidates are considered based upon various criteria, such as
their business and professional skills and experiences, including particular
experience in areas relevant to the Company's business activities, concern for
the long-term interests of the stockholders, and personal integrity and
judgment. In addition, directors must have time available to devote to Board
activities.Accordingly, we seek to attract and retain highly qualified directors
who have sufficient time to attend to their duties and responsibilities to the
Company.

PRINCIPAL STOCKHOLDERS

Set forth below is information concerning the stock ownership of all
persons known by the Company to own beneficially 5% or more of the outstanding
shares of any class of voting securities of the Company, all directors
(including nominees), the Named Executive Officers (as defined in "Executive
Compensation - Summary Compensation Table") and all directors and executive
officers of the Company as a group, as of February 23, 2004. For the purpose of
this Proxy Statement, beneficial ownership is defined in accordance with the

rules of the Securities and Exchange Commission (the "Commission") and generally
means the power to vote and/or to dispose of the securities regardless of any
economic interest therein. As used in the table, Percent of Outstanding Voting
Stock is calculated as the percentage of votes represented by the outstanding
Voting Stock held by the stockholder, without giving effect to options or
warrants that may be held by the stockholder.

Name and Address Shares of Common Percent of
of Beneficial Owner Stock Percent Outstanding
or Number in Group Beneficially Owned of Class Voting Stock
- ------------------- ------------------ ---------- ------------

Phairson, Ltd. 6,895,561 CS (2) 16.6% 14.3%
250 City Rd.
London EC1V 2QQ
United Kingdom

Aran Asset Mngt. SA 10,980,000 CS (10) 23.9% 11.2%
Alpenstrasse 11
6304 Zug Switzerland

Robert P. Hickey 1,852,032 CS (3) 4.3% 0.1%
c/o Life Medical Sciences, Inc.
PO Box 219
Little Silver, NJ 07739

Hexagon Ltd. 3,125,000 CS (11) 7.3% 3.9%
PO Box 53254
Lihocsol 3303 Cyprus

Richard L. Franklin, MD 2,000,000 CS (4) 4.6% 0.0%
c/o Life Medical Sciences, Inc.
PO Box 219
Little Silver, NJ 0739

Eli Pines, Ph.D. 723,247 CS (5) 1.7% 0.0%
c/o Life Medical Sciences, Inc.
PO Box 219
Little Silver, NJ 0739

Walter R. Maupay 605,109 CS (6) 1.4% 0.4%
c/o Life Medical Sciences, Inc.
PO Box 219
Little Silver, NJ 07739

Edward A. Celano 464,683 CS (7) 1.1% 0.1%
c/o Life Medical Sciences, Inc.
PO Box 219
Little Silver, NJ 07739

David G. P. Allan 15,000 PS 3.2% 0.6%
c/o Life Medical Sciences, Inc. 350,000 CS (8) (15) 0.8%
PO Box 219
Little Silver, NJ 07739

Barry R. Frankel 50,000 CS (9) * 0.0%
c/o Life Medical Sciences, Inc.
PO Box 219
Little Silver, NJ 07739

Clariden Bank 83,000 PS 17.4% 3.4%
Claridenstrasse 26 1,660,000 CS (12) (15) 4.0%
CH-8022 Zurich, Switzerland

Clubb Capital Ltd. 83,000 PS 17.4% 3.4%
2 Physic Place 1,660,000 CS (12) (15) 4.0%
London SW3 4HQ, United Kingdom

Banque Edouard Constant SA 83,000 PS 17.4% 3.4%
Cours de Rive 11 1,660,000 CS (12) (15) 4.0%
CH-1211 Geneva, Switzerland

Pineridge Foundation 60,000 PS 12.6% 2.5%
Altenbach 8 1,200,000 CS (13) (15) 2.8%
FL-9490 Vaduz, Liechtenstein

Luzerner Kantonalbank 60,000 PS 12.6% 2.5%
Pilatusstrasse 12 1,200,000 CS (13) (15) 2.8%
CH-8404 Winterthur, Switzerland

Falcon Corporate Investments Ltd. 55,000 PS 11.5% 2.3%
2 Water Street 1,100,000 CS (14) (15) 2.6%
Ramsey, Isle of Man IM8 1JP

All executive officers and
directors 15,000 PS 3.2% 1.2%
as a group (7 persons) 7,295,071 CS (15) (16) 15.1%
*Less than 0.1%

(1) All shares outstanding are beneficially owned, and sole voting and
investment power is held by the persons named, except as otherwise
noted and do not include shares underlying options and warrants which
are not exercisable within 60 days from February 23, 2004.
(2) Represents shares held of record by wholly-owned subsidiaries of
Phairson, Ltd.
(3) Includes 1,789,448 shares of Common Stock issuable upon exercise of
options which are currently exercisable.
(4) Represents 2,000,000 shares of Common Stock issuable upon exercise of
options which are currently exercisable.
(5) Represents shares of Common Stock issuable upon exercise of options
which are currently exercisable.
(6) Includes 408,441 shares of Common Stock issuable upon exercise of
options which are currently exercisable.
(7) Includes 401,877 shares of Common Stock issuable upon exercise of
options which are currently exercisable and 62,806 shares of Common
Stock owned by Walworth Financial Services, Inc., Defined Benefit
Trust, controlled by Mr. Celano.
(8) Includes 50,000 shares of Common Stock issuable upon exercise of
options which are currently exercisable and 150,000 shares of Common
Stock underlying warrants currently exercisable which are held by TCMC
Corp., a company controlled by Mr. Allan.
(9) Represents shares of Common Stock issuable upon exercise of options
which are currently exercisable.
(10) Represents shares (including 5,490,000 shares underlying currently
exercisable warrants) held directly or indirectly through custodial
arrangements as asset manager and investment advisor on behalf of the
reporting person's clients.
(11) Includes 1,250,000 shares of Common Stock underlying warrants currently
exercisable.
(12) Includes 830,000 shares of Common Stock underlying warrants currently
exercisable.
(13) Includes 600,000 shares of Common Stock underlying warrants currently
exercisable.
(14) Includes 550,000 shares of Common Stock underlying warrants currently
exercisable.
(15) Excludes shares of Common Stock underlying Preferred Stock beneficially
owned by the reporting person(s).
(16) Includes 6,673,013 shares of Common Stock issuable upon exercise of
options which are currently exercisable and 150,000 shares of Common
Stock underlying warrants currently exercisable.

EXECUTIVE COMPENSATION

The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Company during the fiscal years ended
December 31, 2003, 2002 and 2001 to the Company's officers whose annual
compensation exceeded $100,000 in fiscal 2003 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

Long Term
Annual Compensation Awards Compensation
-------------------------- ----------------
Securities
Name and Principal Capacities Underlying All Other
in Which Served Year Salary Bonus Options Compensation (1)
- ------------------------------------------------------------------------------------------------ -------------

Robert P. Hickey 2003 $225,000 $2,434
President, CEO & CFO 2002 $200,000 1,500,000 $2,299
2001 $225,000 $2,168

Eli Pines, Ph. D. 2003 $150,000 (2)
Vice President and 2002 700,000 (3)
Chief Scientific Officer 2001

(1) Represents premium payments for term life insurance for the benefit of
the Named Executive Officer.

(2) Dr. Pines employment with the Company commenced on March 1, 2003. If
Dr. Pines had been employed for the full fiscal year of 2003, his
annual salary would have been $180,000.

(3) Dr. Pines received the option grant while working as a consultant to
the Company.

The following table sets forth certain information with respect to
stock option exercises by the Named Executive Officers during the year ended
December 31, 2003 and the value of unexercised options at December 31, 2003.

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

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year End (#) at Fiscal Year End ($) (1)
Acquired on Value ----------------------------- --------------------------
Name Exercised(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ----------- ----------- ----------- ------------- ----------- -------------

Robert P. Hickey N/A N/A 1,789,448 500,000 $ 263,290 $120,000

Eli Pines N/A N/A 723,247 233,333 119,415 56,000

(1) Based upon the closing price of $0.36 per share of Common Stock on
December 31, 2003, less the option exercise price.

EMPLOYMENT AND RELATED AGREEMENTS

Pursuant to an employment agreement entered into in May 2001 and
amended in May 2003, Robert P. Hickey is entitled to an annual base salary of
$234,000 subject to adjustments for cost-of-living increases and other increases
as determined by the Board. Mr. Hickey serves as President, CEO and CFO of the
Company. As amended, the term of the agreement is scheduled to expire in May
2006, subject to automatic annual renewals absent six months' prior notice. In
March 2002, the Board issued to Mr. Hickey a non-qualified stock option to
purchase an aggregate of 1,500,000 shares of Common Stock under the Company's
2001 Non-Qualified Stock Option Plan. The option is exercisable at $0.12 per
share and vests in three equal installments commencing on the issuance date. The
vesting schedule accelerates upon a change in control of the Company. The option
expires as to each installment seven years from vesting.

If Mr. Hickey dies, is terminated for cause, voluntarily resigns
other than for Good Reason, as such term is defined in the agreement, or is
unable to perform his duties on account of death or disability and the agreement
is terminated, he or his legal representative shall receive from the Company the
base salary which would otherwise be due to the date which termination of
employment occurred. If Mr. Hickey's employment is terminated for any other
reason by the Company or if Mr. Hickey resigns for Good Reason during the term
of the agreement, Mr. Hickey will receive from the Company the base salary which
would otherwise be due to the date which termination of employment occurred plus
severance pay equal to twelve months of salary. The amount of the severance pay
was increased from six months to twelve months in May 2003. The agreement with
Mr. Hickey contains confidentiality and non-competition provisions.

Under the foregoing employment agreement, the Company is required to
obtain life insurance coverage on the life and for the benefit of Mr. Hickey in
an amount equal to twice the amount of his base salary then in effect. Mr.
Hickey will also have the right to participate in all group insurance, hospital,
dental, major medical and disability benefits, stock option plans and other
similar benefits afforded to executives.

In April 2001, the Company entered into a consulting agreement with
Richard L. Franklin, MD, pursuant to which Dr. Franklin agreed to render
advisory and consulting services to the Company in the areas of strategic
planning, business management, fund raising, investor relations and other areas
consistent with Dr. Franklin's experience and expertise. The initial term of
this agreement was one year, subject to an annual renewal absent three months
written notice prior to the termination date. For his services under the
agreement, the Company agreed to pay Dr. Franklin a fee of $10,000 per month. In
May 2003, the agreement was amended to set a fixed expiration date of December
31, 2004 and to reduce Dr. Franklin's compensation to $5,000 per month from
April 1, 2004 through the remainder of the term. In March 2002, the Board issued
to Dr. Franklin a non-qualified stock option to purchase an aggregate of
3,000,000 shares of Common Stock under the Company's 2001 Non-Qualified Stock
Option Plan. The option is exercisable at $0.12 per share, and vests in three
equal installments commencing upon the issuance date. The vesting schedule
accelerates upon a change in control of the Company. The option expires as to
each installment seven years from vesting.

In March 2003, the Company entered into an employment agreement with
Eli Pines, Ph.D., pursuant to which Dr. Pines currently receives an annual base
salary of $180,000 subject to adjustments for cost-of-living increases and other
increases as determined by the Board. Dr. Pines serves as Vice President of
Research and Chief Scientific Officer of the Company. The term of Dr. Pines'
employment agreement is for a period of three years and is automatically renewed
on an annual basis absent three months prior written notice.

If Dr. Pines dies, is terminated for cause, voluntarily resigns other
than for Good Reason, as such term is defined in the agreement, or is unable to
perform his duties on account of death or disability and the agreement is
terminated, he or his legal representative shall receive from the Company the
base salary which would otherwise be due to the date which termination of
employment occurred. If Dr. Pines' employment is terminated for any other reason
by the Company or if Dr. Pines resigns for Good Reason during the term of the
agreement, Dr. Pines will receive from the Company the base salary which would
otherwise be due to the date which termination of employment occurred plus
severance pay equal to six months of salary. The agreement with Dr. Pines
contains confidentiality and non-competition provisions. Dr. Pines will have the
right to participate in all group insurance, hospital, dental, major medical and
disability benefits, stock option plans and other similar benefits afforded to
executives.

Dr. Pines had previously been providing consulting services to the
Company at the rate of $4,000 per month when the consulting arrangement began in
August 2001 and at the rate of $8,000 per month from January 2002 to February
2003. In March 2002, the Board issued to Dr. Pines a non-qualified stock option
to purchase up to 700,000 shares of the Company's Common Stock under the
Company's 2001 Non-Qualified Stock Option Plan. The option is exercisable at
$0.12 per share, and vests in three equal installments commencing upon issuance
date. The vesting schedule accelerates upon a change in control of the Company.
The option expires as to each installment seven years from vesting.

DIRECTOR COMPENSATION

All directors of the Company are reimbursed for reasonable expenses
incurred by them in acting as a director or as a member of any committee of the
Board. All outside directors, with the exception of Dr. Franklin during the term
of his consulting agreement, are entitled to receive $1,000 for attendance in
person at each meeting of the Board and $500 for participation in each
teleconference meeting of the Board. All existing outside directors, with the
exception of Dr. Franklin, are entitled to receive an annual option grant of
50,000 shares on the occasion of the Company's Annual Meeting of Stockholders
and any new outside director is entitled to receive an initial grant of 50,000
shares on the occasion of his/her election to the Board.

In April 2003, the Company issued to Messrs. Celano, Maupay and
Rosenthal options for each to acquire up to 50,000 shares of Common Stock at
$0.30 per share. In June 2003, the Company issued to Messrs. Allan and Frankel,
upon their election as directors, options for each to acquire up to 50,000
shares of Common Stock at $.45 per share. Such options vested immediately and
are exercisable for seven years from the issuance date.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes certain information concerning equity
compensation plans for employees and directors of and consultants to the
Company:

Plan Category
Number of securities to be
issued upon exercise of Weighted average exercise Number of securities
outstanding options, warrants price of outstanding options, remaining available for
and rights warrants and rights future issuance
----------------------------------------------------------------------------------------------------------------
(a) (b) (c)
----------------------------------------------------------------------------------

Equity compensation plans
approved by security
holders 0 N/A 1,408,000

Equity compensation plans not
approved by security holders 9,569,000 $0.51 3,911,000
----------------------------------------------------------------------------------

Total 9,569,000 $0.51 5,319,000
==================================================================================

679,000 fully vested options have been granted to eight individuals
pursuant to the Company's 2000 Non-Qualified Stock Option Plan at exercise
prices ranging from $0.023 to $1.4375 per share and with termination dates
ranging from December 27, 2006 to October 12, 2007. Of these, the Company
granted options to directors and officers as follows: 151,493 shares to Mr.
Hickey, 72,422 shares to Mr. Celano, 87,755 shares to Mr. Maupay and 100,000
shares to Mr. Rosenthal.

6,262,000 options have been granted to thirteen individuals pursuant to
the Company's 2001 Non-Qualified Stock Option Plan at exercise prices ranging
from $0.12 to $0.27 per share and with termination dates ranging from June 6,
2008 to March 21, 2011. Of the total options issued, 4,529,000 are vested and
1,733,000 vest on March 21, 2004. Of these, the Company granted options to
directors and officers as follows: 1,500,000 shares to Mr. Hickey, 700,000
shares to Dr. Pines, 50,000 shares to Mr. Allan, 125,000 shares to Mr. Celano,
50,000 shares to Mr. Frankel, 3,000,000 shares to Dr. Franklin, 125,000 shares
to Mr. Maupay and 125,000 shares to Mr. Rosenthal.

2,628,000 fully vested options have been granted to fifteen individuals
pursuant to other agreements at exercise prices ranging from $0.05 to $7.88 and
with termination dates ranging from May 29, 2004 to March 9, 2007. Of these, the
Company granted options to directors and officers as follows: 637,955 shares to
Mr. Hickey, 256,580 shares to Dr. Pines, 204,455 shares to Mr. Celano, 195,686
shares to Mr. Maupay and 205,940 shares to Mr. Rosenthal.

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

The Audit Committee is comprised of three directors, all of whom are
independent as defined in the NASD guidelines, and it operates under a written
charter adopted by the Board of Directors. In January 2004, the Board of
Directors adopted revisions to the charter to reflect, among other things, an
increased role of the Audit Committee in respect of certain corporate governance
matters and in administering and supervising the relationship with the
independent auditors. A copy of the revised charter is attached to this proxy
statement as Exhibit A. The Audit Committee reviews and reassesses the adequacy
of its charter on an annual basis.

regulations. The Company's independent auditing firm is responsible for
performing an independent audit of the consolidated financial statements in
accordance with auditing standards generally accepted in the United States of
America.

The Committee serves an oversight role to the Board of Directors in
which it provides advice, counsel and direction to management and the auditors
on the basis of the information it receives, discussions with management and the
auditors, and the experience of the Committee's members in business, financial
and accounting matters. The Committee members are not professional auditors and
their functions are not intended to duplicate or to certify the activities of
management and the independent auditors nor can the Committee certify that the
independent auditors are "independent" under applicable laws.

In this context, the Audit Committee has reviewed and discussed with
management the audited financial statements of the Company for the fiscal year
ended December 31, 2003. Management represented to the Audit Committee that said
financial statements were prepared in accordance with generally accepted
accounting principles which was affirmed by the Company's independent auditors,
Eisner LLP. The Audit Committee has discussed with Eisner LLP matters required
to be discussed by Statement on Auditing Standards No. 61, "Communication with
Audit Committee."

The Audit Committee has received and reviewed the written disclosures
and the letter from Eisner LLP required by Independence Standards Board Standard
No. 1, "Independence Discussions with Audit Committees," and the Audit Committee
discussed with Eisner LLP the firm's independence.

Based on the aforementioned actions, the Audit Committee recommended
that the Board of Directors include the audited financial statements in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2003, as
filed with the Securities and Exchange Commission.

Submitted by the Audit Committee of the Company's Board of Directors:

Edward A. Celano, Chairman
David G. P. Allan
Walter R. Maupay, Jr.

AUDIT AND OTHER FEES

The following table summarizes fees billed to the Company by Eisner LLP
for 2003 and 2002:

2003 2002

Audit Fees $33,200 $43,760
------- -------
Audit-related Fees 0 0
------- -------
Tax Fees 0 0
------- -------
Other Fees 0 0
------- -------

Audit fees include fees for the annual audit and review of financial
statements included in that year's Form 10-QSB filings, as well as fees for any
other services normally provided by the principal accountant in connection with
statutory or regulatory filings, including SEC filings, or engagements.

CERTAIN TRANSACTIONS

In March 2003, the Company completed the purchase of the polymer
technology assets of a private medical technology company based in the United
Kingdom, Phairson Medical Limited (and an affiliated entity; collectively,
"Phairson"), in exchange for the issuance of 6,895,561 shares of restricted
Common Stock of the Company. The assets comprise a series of United States and
foreign patent applications as well as scientific and clinical documentation.
The Company also assumed Phairson's rights and obligations under a development
agreement with the Swiss Federal Institute of Technology and the University of
Zurich, as well

as with the principal investigator of the technology development project,
Professor JA Hubbell. Under these agreements, the Company is required to pay
royalties of no more than 1.1% of net sales of products incorporating the
technology. If the Company fails to pursue development efforts involving the
technology for an extended period of time, the Company is obligated to negotiate
a return of the technology to the university. Certain stockholders of Phairson
have participated in financings of the Company, and Richard Franklin, a Chairman
of the Board of Directors of the Company, is a stockholder and served as CEO of
Phairson. In connection with the acquisition, the Company granted an option,
exercisable for seven years, to purchase up to 100,000 shares of Common Stock at
$.09 per share to Dr. Gere S. diZerega, who has served as a medical consultant
to both companies and who assisted in identifying the acquisition opportunity.
Dr. diZerega had previously served as a director of the Company.

For a description of certain compensation arrangements with management
and other directors of the Company, including amendments, in May 2003, to the
employment agreement with Mr. Hickey, the consulting agreement with Dr.
Franklin, as well as the employment agreement entered into with Dr. Pines in
March 2003, see "Executive Compensation."

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company believes that all reports required to be filed during 2003
by the Company's executive officers, directors and beneficial owners of 10% or
more of the Company's Common Stock, pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder, were
timely filed except that Aran Asset Management SA failed to file a Form 4 with
respect to its transfer, for no consideration, of 40,000 shares of Common Stock
on or about June 2003.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee has recommended, and the Board of Directors has
approved, the reappointment of Eisner LLP as the independent public accounting
firm to audit the financial statements of the Company for the current fiscal
year. The Company has requested that a representative of Eisner LLP attend the
Meeting. Such representative will have an opportunity to make a statement, if he
or she desires, and will be available to respond to appropriate questions of
stockholders. Management of the Company recommends a vote for the ratification
of Eisner LLP, as the independent auditors for the Company.

OTHER MATTERS

The Board is not aware of any matters not set forth herein that may
come before the Meeting. If, however, further business properly comes before the
Meeting, the persons named in the proxies will vote the shares represented
thereby in accordance with their judgment.

STOCKHOLDER PROPOSALS AND COMMUNICATIONS

PROPOSALS FOR THE 2005 ANNUAL MEETING

Stockholders may submit proposals on matters appropriate for
stockholder action at annual meetings in accordance with regulations adopted by
the Commission. To be considered for inclusion in the proxy statement and form
of proxy relating to the 2005 Annual Meeting of Stockholders, such proposals
must be received by the Company not later than November 1, 2004. Proposals
should be directed to the attention of the Secretary of the Company.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board of Directors provides a process for stockholders to send
communications to the Board or any of the directors. Stockholders may send
written communications to the Board or any of the directors c/o Secretary, Life
Medical Sciences, Inc., PO Box 219, Little Silver New Jersey 07739. All
communications will be collected and submitted to the Board or the individual
directors on a periodic basis.

ANNUAL REPORT

The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003 accompanies this Proxy Statement. The Annual Report on Form
10-KSB does not constitute a part of the proxy soliciting material.

ETHICS CODE

The Company has adopted a Code of Business Conduct applicable to its
employees, officers and directors. The Code is intended to comply with
requirements of the Securities and Exchange Commission's rules. Copies of the
Code may be obtained by stockholders, free of charge, by mailing a request to
the Company's Secretary.

ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORTS

Most shareholders can elect to view future proxy statements and annual
reports over the Internet instead of receiving paper copies in the mail.
Choosing this option will save the Company the cost of producing and mailing
these materials. If you hold your shares through a bank, broker or other
nominee, please refer to the information provided by the institution that holds
your shares and follow that institution's instructions on how to elect to view
future proxy statements and annual reports over the Internet. If you choose to
view future proxy statements and annual reports over the Internet, next year you
will receive an e-mail with instructions on how to view those materials and
vote. Your election will remain in effect until you revoke it. Due to technical
constraints at the Company's transfer agent, record shareholders are not yet
able to elect this option.

By order of the Board of Directors,
Richard L. Franklin, MD
Chairman

Dated: March 1, 2004

EXHIBIT A

LIFE MEDICAL SCIENCES, INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

STATEMENT OF POLICY

The primary focus of the Audit Committee is to assist the Board of Directors in
its general oversight of the Company's financial reporting, internal control and
audit functions. Management is responsible for the preparation, presentation and
integrity of the Company's financial statements, accounting and financial
reporting principles, internal controls and procedures designed to assure
compliance with accounting standards, applicable laws and regulations. The
Company's independent auditing firm is responsible for performing an independent
audit of the consolidated financial statements in accordance with generally
accepted auditing standards.

The Committee serves a board level oversight role in which it provides advice,
counsel and direction to management and the auditors on the basis of the
information it receives, discussions with the auditors and the experience of the
members in business, financial and accounting matters. The Committee members are
not professional accountants or auditors, and their functions are not intended
to duplicate or to certify the activities of management and the independent
auditor, nor can the Committee certify that the independent auditor is
"independent" under applicable rules.

ORGANIZATION

The Committee shall be appointed by the Board of Directors and shall be
comprised of at least three directors, a majority of whom shall be independent
of management and the Company. A Chairperson and the Committee members shall be
elected annually by the affirmative vote of at least a majority of the Board of
Directors.

Members of the Committee shall be considered independent if they comply with the
independence rules of the National Association of Securities Dealers. All
Committee members shall be financially literate, and at least one member shall
have accounting or related financial management expertise.

MEETINGS

The Committee shall meet at least annually (or more frequently as appropriate)
with management and the independent auditors in separate executive sessions to
discuss any matters that the Committee or any of these groups believe should be
discussed privately. In addition, the Committee or its Chairperson shall meet
quarterly with the independent auditors and management to review the Company's
financial statements consistent with "Responsibilities and Processes" below. The
Committee shall report on a regular basis its activities to the Board and shall
make such recommendations to the Board as it deems appropriate.

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the Audit Committee is to oversee the Company's
financial reporting process on behalf of the Board and report the results of its
activities to the Board. The Committee shall have the power and should take the
appropriate actions to set the overall corporate example for quality financial
reporting, sound business risk practices and ethical behavior. The Committee
shall have the power to conduct or authorize investigations into any matter
within the Committee's responsibilities. The Committee shall have unrestricted
access to members of management and other employees of the Company, as well as
all information relevant to carrying out its responsibilities. The Committee
shall have the power to retain, at the Company's expense, independent counsel,
accountants or other advisors for such purposes as the Committee, in its sole
discretion, determines to be appropriate to carry out its responsibilities.

A-1

The Committee is not expected to audit the Company, to define the scope of the
audit, to control the Company's accounting practices, or define the standards to
be used in preparing the Company's financial statements. Company management is
responsible for preparing the financial statements and the independent auditors
are responsible for auditing those statements.

The following shall be the principal recurring processes of the Committee in
carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate. The Committee shall:

1. Evaluate, review and recommend to the Board the selection (or, where
appropriate, replacement) of the Company's independent auditors.

2. Provide guidance to, and receive reports from, the Company's
independent auditors and financial management.

3. Review the interim financial statements and earnings release with
management and the independent auditors prior to filing the Company's
Quarterly Reports on Form 10-Q. The Chairperson may represent the
entire Committee for purposes of this review.

4. Discuss the results of the annual and quarterly review and any other
matters required to be communicated to the Committee by the independent
auditors under generally accepted auditing standards.

5. Review with management and the independent auditors the financial
statements to be included in the Company's Annual Report on Form 10-K
and provide judgments about the quality, not just the acceptability, of
accounting principles, the reasonableness of significant judgments and
the clarity of the disclosure in the financial statements.

6. Prepare a report to be included in the Company's proxy statement for
each annual meeting that discloses whether the Committee (i) has
reviewed and discussed the audited financial statements with
management; has discussed Statement on Auditing Standards 61 ("SAS 61")
"Communicating with Audit Committees" and Independence Standards Board
Standard No. 1, "Auditor Independence" with the independent auditors;
and (ii) has recommended to the Board that the consolidated financial
statements be included in the Annual Report on Form 10-K for the last
fiscal year.

7. Meet annually with the independent auditors to review the scope,
proposed audit fees and related detail of the forthcoming annual
year-end audit to be conducted by the independent auditors. Review the
extent of "non-audit" services and related fee proposals that may be
requested from the independent auditors from time to time.

8. Approve in advance all audit and other services provided by the
independent auditors and related fees. The Committee shall not approve
the engagement of the independent auditors to render non-audit services
prohibited by law or rules and regulations promulgated by the
Securities and Exchange Commission. The Committee shall be authorized
to adopt such pre-approval policies as it deems appropriate and
consistent with SEC rules and guidance.

9. Obtain from the independent auditors a statement of the audit fees and
other categories of fees billed for the last fiscal year that are
required to be disclosed in the Company's proxy statement. Discuss with
the independent auditors the auditors' independence from management and
the Company, including matters in the written disclosures required by
the Independence Standards Board.

10. Review this Charter annually and recommend to the Board appropriate
changes to it. In addition, confirm that the Charter is included as an
appendix to the annual stockholders' meeting proxy statement at least
every three years, or promptly after any significant amendment to it.

A-2

LIFE MEDICAL SCIENCES, INC.
PO Box 219
Little Silver, NJ 07739

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
to be held on April 23, 2004

This Proxy is solicited on Behalf of the Board of Directors

The undersigned hereby appoints Robert P. Hickey and Eli Pines, and
each of them, (with full power to act without the other), as proxies with full
power of substitution, to represent the undersigned at the Annual Meeting of
Stockholders to be held at the offices of Eisner LLP 750 Third Ave., New York,
NY 10017 on April 23, 2004 at 10:00 a.m. and at any adjournment thereof, and to
vote the shares of Common Stock the undersigned would be entitled to vote if
personally present, as indicated on the reverse side:

(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
LIFE MEDICAL SCIENCES, INC.

APRIL 23, 2004

[down arrow] Please Detach and Mail in the Envelope Provided [down arrow]

PLEASE MARK YOUR
/X/ VOTES AS IN THIS
EXAMPLE

FOR all nominees WITHHOLD AUTHORITY NOMINEES: David G. P. Allan
Listed at right (except to vote for all nominees Edward A. Celano
as marked to the listed at right Barry R. Frankel
contrary below) Richard L. Franklin, MD
Robert P. Hickey
Walter R. Maupay, Jr.
1. Election of / / / / Directors.

(INSTRUCTION: To withhold authority to vote for any individual
nominee, print that nominee's name on the line provided below.)
- --------------------------------------------------------------------------------

FOR AGAINST ABSTAIN

2. To ratify the appointment of Eisner LLP / / / / / /
as the independent auditors of the Company.

3. In their discretion, the proxies are authorized to vote upon such
business as may properly come before the Meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO
CONTRARY INSTRUCTION IS GIVEN, THE SHARES WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES AND FOR PROPOSAL 2. ON ANY OTHER MATTERS THAT
MAY COME BEFORE THE MEETING THE PROXY WILL BE VOTED IN THE DISCRETION
OF THE ABOVE-NAMED PERSONS.

SIGNATURE ______________________ _________________________ DATED_______, 2004
SIGNATURE IF HELD JOINTLY

Note: (Please date, sign as name appears above and return promptly. If the
Shares are registered in the names of two or more persons, each should sign.
When signing as Corporate Officer, Partner, Executor, Administrator, Trustee or
Guardian, please give full title. Please note any changes in your address
alongside the address as it appears in the proxy.)