<PAGE>

                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 AAIPHARMA INC.
             (Exact name of registrant, as specified in its charter)

            Delaware                                             04-2687849
(State or other jurisdiction of                              (I.R.S. Employer)
 incorporation or organization)                             Identification No.)

                           2320 Scientific Park Drive
                        Wilmington, North Carolina 28405
                    (Address of principal executive officers)

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

                      AAIPHARMA INC. 1997 STOCK OPTION PLAN

           AAIPHARMA INC. 2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

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

                               Gregory S. Bentley
             Executive Vice President, Secretary and General Counsel
                                 aaiPharma Inc.
                           2320 Scientific Park Drive
                        Wilmington, North Carolina 28405
                     (Name and address of agent for service)
                                 (910) 254-7000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                       Proposed maximum     Amount of
                                             Amount to          Proposed maximum          aggregate       registration
  Title of securities to be registered     be registered    offering price per Unit     offering price         fee
----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>                        <C>                <C>
Common Stock, $.001 par value              2,500,000 (1)           $19.32(2)             $48,300,000(2)     $4,443.60
======================================================================================================================
</TABLE>
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
     registration statement also relates to an indeterminate number of
     additional shares of Common Stock issuable with respect to the shares
     registered hereunder in the event of a stock split, stock dividend or other
     similar transaction.
(2)  In accordance with Rule 457(h)(1) of Regulation C, the price for the shares
     is computed on the basis of the average high and low prices for Common
     Shares on May 20, 2002 as reported on the NASDAQ National Market System.

================================================================================


<PAGE>


                       PART II INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission by the Corporation are incorporated by reference into this
registration statement:

         (a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001;

         (b) The Corporation's Quarterly Report on Form 10-Q for the period
ended March 31, 2001;

         (c) The Corporation's Current Reports on Form 8-K filed on January 14,
2002, January 24, 2002, March 11, 2002, April 2, 2002, and May 3, 2002 and the
Corporation's amended Current Reports on Form 8-K/A filed on March 8, 2002,
March 11, 2002, April 12, 2002, May 23, 2002 and May 24, 2002;

         (d) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of its latest fiscal year, as amended; and

         (e) The description of securities contained in the Corporation's
registration statement on Form 8-A filed pursuant to Section 12 of the Exchange
Act and any amendment or report filed for the purpose of updating such
descriptions.

         All documents subsequently filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document (which
also is, or is deemed to be, incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may 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 cause to believe his conduct was unlawful.

         Section 145(b) provides that a Delaware corporation may 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 such
person acted in any of the capacities set

<PAGE>

forth above, 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 under similar standards to those set forth above,
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 in which such action or
suit was brought shall determine 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 such court shall deem
proper.

         Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections 145(a) and (b) thereof or
in the defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and that the corporation may purchase and maintain insurance on
behalf of a director, officer, employee or agent of the corporation, or a person
who 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 any liability asserted against him or incurred by him
in any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145. In addition, Section 145(e) provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by Section 145. Moreover, Section 145(j) provides that
the indemnification provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
its directors for monetary damages for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock purchase or redemption which was illegal, or obtaining an
improper personal benefit and no such provision may limit the liability of a
director for any act or omission occurring prior to the date when such provision
became effective. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty.

ITEM 8.  EXHIBITS.

         See the Exhibit Index.

ITEM 9.  UNDERTAKINGS.

         The Corporation hereby undertakes as follows:

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

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment to this registration
statement 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 that remain unsold at the termination of
the offering;

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or 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 this registration statement shall be deemed to be a new

<PAGE>

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; and

         (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 its is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.



<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the 1933 Act, the Corporation certifies
that it has reasonable grounds to believe it meets all the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Wilmington, State of North Carolina on May 23, 2002.

                                        AAIPHARMA INC.

                                        By: /s/ Albert N. Cavagnaro
                                            -----------------------------------
                                            Albert N. Cavagnaro
                                            Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

               SIGNATURES                TITLE                        DATE
               ----------                -----                        ----


/s/ Frederick D. Sancilio, Ph.D.  Chairman of the Board,           May 23, 2002
--------------------------------  President, Chief Executive
Frederick D. Sancilio, Ph.D.*     Officer and Director
                                  (Principal Executive Officer)


/s/ William L. Ginna, Jr.         Executive Vice President and     May 23, 2002
--------------------------------  Chief Financial Officer
William L. Ginna, Jr.


/s/ John D. Hogan                 Controller                       May 23, 2002
--------------------------------  (Principal Accounting Officer)
John D. Hogan


/s/ William H. Underwood          Executive Vice President         May 23, 2002
--------------------------------  and Director
William H. Underwood*


/s/ John E. Avery                 Director                         May 23, 2002
--------------------------------
John E. Avery*


/s/ Joseph H. Gleberman           Director                         May 23, 2002
--------------------------------
Joseph H. Gleberman*


/s/ Kurt M. Landgraf              Director                         May 23, 2002
--------------------------------
Kurt M. Landgraf*


/s/ James G. Martin, Ph.D.        Director                         May 23, 2002
--------------------------------
James G. Martin, Ph.D.*


/s/ Richard G. Morrison Ph.D.     Director                         May 23, 2002
--------------------------------
Richard G. Morrison Ph.D.*


/s/ John M. Ryan                  Director                         May 23, 2002
--------------------------------
John M. Ryan*


/s/ James L. Waters               Director                         May 23, 2002
--------------------------------
James L. Waters*


* By: /s/ Albert N. Cavagnaro
      --------------------------------------
      (Albert N. Cavagnaro, Attorney-in-Fact)


<PAGE>

                                  EXHIBIT INDEX

Exhibit Number                           Description
--------------                           -----------

     4.4         Restated Certificate of Incorporation of the Corporation, as
                 amended (incorporated by reference to Exhibit 3.2 to the
                 Corporation's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 2001).

     4.5         Amended By-laws of the Corporation (incorporated by reference
                 to Exhibit 3.3 to the Corporation's Quarterly Report on
                 Form 10-Q for the quarter ended June 30, 2000)

     4.6         Specimen Certificates for shares of Common Stock, $.001 par
                 value, of the Corporation (incorporated by reference to
                 Exhibit 4.3 to the Corporation's Registration Statement on
                 Form S-1 (Registration No. 333-5535))

     5           Opinion of Robinson, Bradshaw & Hinson, P.A.

    23.1         Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                 Exhibit 5)

    23.2         Consent of Ernst & Young LLP (Raleigh, North Carolina)

    23.3         Consent of Ernst & Young LLP (Indianapolis, Indiana)

    23.4         Consent of PricewaterhouseCoopers LLP

    23.5         Consent of KPMG LLP

    24.1         Power of Attorney of John E. Avery

    24.2         Power of Attorney of Joseph H. Gleberman

    24.3         Power of Attorney of Kurt M. Landgraf

    24.4         Power of Attorney of James G. Martin

    24.5         Power of Attorney of Richard G. Morrison

    24.6         Power of Attorney of John M. Ryan

    24.7         Power of Attorney of William H. Underwood

    24.8         Power of Attorney of James L. Waters

    24.9         Power of Attorney of Frederick D. Sancilio, Ph.D.
[{"type": "S-8", "sequence": "1", "filename": "g76013s-8.txt", "description": "AAIPHARMA INC.", "secsgml_size_bytes": 18484}]
{"company-data": {"conformed-name": "AAIPHARMA INC", "cik": "0001013243", "assigned-sic": "8734", "irs-number": "042687849", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89020", "film-number": "02661985"}, "business-address": {"street1": "2320 SCIENTIFIC PARK DRIVE", "city": "WILMINGTON", "state": "NC", "zip": "28405", "phone": "9102547000"}, "mail-address": {"street1": "2320 SCIENTIFIC PARK DRIVE", "city": "WILMINGTON", "state": "NC", "zip": "28405"}, "former-company": {"former-conformed-name": "APPLIED ANALYTICAL INDUSTRIES INC", "date-changed": "19960430"}}
Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 AAIPHARMA INC.
             (Exact name of registrant, as specified in its charter)

            Delaware                                             04-2687849
(State or other jurisdiction of                              (I.R.S. Employer)
 incorporation or organization)                             Identification No.)

                           2320 Scientific Park Drive
                        Wilmington, North Carolina 28405
                    (Address of principal executive officers)

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

                      AAIPHARMA INC. 1997 STOCK OPTION PLAN

           AAIPHARMA INC. 2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

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

                               Gregory S. Bentley
             Executive Vice President, Secretary and General Counsel
                                 aaiPharma Inc.
                           2320 Scientific Park Drive
                        Wilmington, North Carolina 28405
                     (Name and address of agent for service)
                                 (910) 254-7000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                                       Proposed maximum     Amount of
                                             Amount to          Proposed maximum          aggregate       registration
  Title of securities to be registered     be registered    offering price per Unit     offering price         fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value              2,500,000 (1)           $19.32(2)             $48,300,000(2)     $4,443.60
======================================================================================================================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
     registration statement also relates to an indeterminate number of
     additional shares of Common Stock issuable with respect to the shares
     registered hereunder in the event of a stock split, stock dividend or other
     similar transaction.
(2)  In accordance with Rule 457(h)(1) of Regulation C, the price for the shares
     is computed on the basis of the average high and low prices for Common
     Shares on May 20, 2002 as reported on the NASDAQ National Market System.

================================================================================
PART II INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission by the Corporation are incorporated by reference into this
registration statement:

         (a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001;

         (b) The Corporation's Quarterly Report on Form 10-Q for the period
ended March 31, 2001;

         (c) The Corporation's Current Reports on Form 8-K filed on January 14,
2002, January 24, 2002, March 11, 2002, April 2, 2002, and May 3, 2002 and the
Corporation's amended Current Reports on Form 8-K/A filed on March 8, 2002,
March 11, 2002, April 12, 2002, May 23, 2002 and May 24, 2002;

         (d) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of its latest fiscal year, as amended; and

         (e) The description of securities contained in the Corporation's
registration statement on Form 8-A filed pursuant to Section 12 of the Exchange
Act and any amendment or report filed for the purpose of updating such
descriptions.

         All documents subsequently filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document (which
also is, or is deemed to be, incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may 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 cause to believe his conduct was unlawful.

         Section 145(b) provides that a Delaware corporation may 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 such
person acted in any of the capacities set
forth above, 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 under similar standards to those set forth above,
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 in which such action or
suit was brought shall determine 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 such court shall deem
proper.

         Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections 145(a) and (b) thereof or
in the defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and that the corporation may purchase and maintain insurance on
behalf of a director, officer, employee or agent of the corporation, or a person
who 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 any liability asserted against him or incurred by him
in any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145. In addition, Section 145(e) provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by Section 145. Moreover, Section 145(j) provides that
the indemnification provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
its directors for monetary damages for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock purchase or redemption which was illegal, or obtaining an
improper personal benefit and no such provision may limit the liability of a
director for any act or omission occurring prior to the date when such provision
became effective. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty.

ITEM 8.  EXHIBITS.

         See the Exhibit Index.

ITEM 9.  UNDERTAKINGS.

         The Corporation hereby undertakes as follows:

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

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment to this registration
statement 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 that remain unsold at the termination of
the offering;

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or 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 this registration statement 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; and

         (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 its is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the 1933 Act, the Corporation certifies
that it has reasonable grounds to believe it meets all the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Wilmington, State of North Carolina on May 23, 2002.

                                        AAIPHARMA INC.

                                        By: /s/ Albert N. Cavagnaro
                                            -----------------------------------
                                            Albert N. Cavagnaro
                                            Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

               SIGNATURES                TITLE                        DATE
               ----------                -----                        ----

/s/ Frederick D. Sancilio, Ph.D.  Chairman of the Board,           May 23, 2002
--------------------------------  President, Chief Executive
Frederick D. Sancilio, Ph.D.*     Officer and Director
                                  (Principal Executive Officer)

/s/ William L. Ginna, Jr.         Executive Vice President and     May 23, 2002
--------------------------------  Chief Financial Officer
William L. Ginna, Jr.

/s/ John D. Hogan                 Controller                       May 23, 2002
--------------------------------  (Principal Accounting Officer)
John D. Hogan

/s/ William H. Underwood          Executive Vice President         May 23, 2002
--------------------------------  and Director
William H. Underwood*

/s/ John E. Avery                 Director                         May 23, 2002
--------------------------------
John E. Avery*

/s/ Joseph H. Gleberman           Director                         May 23, 2002
--------------------------------
Joseph H. Gleberman*

/s/ Kurt M. Landgraf              Director                         May 23, 2002
--------------------------------
Kurt M. Landgraf*

/s/ James G. Martin, Ph.D.        Director                         May 23, 2002
--------------------------------
James G. Martin, Ph.D.*

/s/ Richard G. Morrison Ph.D.     Director                         May 23, 2002
--------------------------------
Richard G. Morrison Ph.D.*

/s/ John M. Ryan                  Director                         May 23, 2002
--------------------------------
John M. Ryan*

/s/ James L. Waters               Director                         May 23, 2002
--------------------------------
James L. Waters*

* By: /s/ Albert N. Cavagnaro
      --------------------------------------
      (Albert N. Cavagnaro, Attorney-in-Fact)
EXHIBIT INDEX

Exhibit Number                           Description
--------------                           -----------

     4.4         Restated Certificate of Incorporation of the Corporation, as
                 amended (incorporated by reference to Exhibit 3.2 to the
                 Corporation's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 2001).

     4.5         Amended By-laws of the Corporation (incorporated by reference
                 to Exhibit 3.3 to the Corporation's Quarterly Report on
                 Form 10-Q for the quarter ended June 30, 2000)

     4.6         Specimen Certificates for shares of Common Stock, $.001 par
                 value, of the Corporation (incorporated by reference to
                 Exhibit 4.3 to the Corporation's Registration Statement on
                 Form S-1 (Registration No. 333-5535))

     5           Opinion of Robinson, Bradshaw & Hinson, P.A.

    23.1         Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                 Exhibit 5)

    23.2         Consent of Ernst & Young LLP (Raleigh, North Carolina)

    23.3         Consent of Ernst & Young LLP (Indianapolis, Indiana)

    23.4         Consent of PricewaterhouseCoopers LLP

    23.5         Consent of KPMG LLP

    24.1         Power of Attorney of John E. Avery

    24.2         Power of Attorney of Joseph H. Gleberman

    24.3         Power of Attorney of Kurt M. Landgraf

    24.4         Power of Attorney of James G. Martin

    24.5         Power of Attorney of Richard G. Morrison

    24.6         Power of Attorney of John M. Ryan

    24.7         Power of Attorney of William H. Underwood

    24.8         Power of Attorney of James L. Waters

    24.9         Power of Attorney of Frederick D. Sancilio, Ph.D.