AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 2004

                                                   REGISTRATION NO. 333-

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               NOVADEL PHARMA INC.
                               -------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                      22-2407152
           --------                                      ----------
(STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

               25 MINNEAKONING ROAD, FLEMINGTON, NEW JERSEY 08822
               --------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                   NOVADEL PHARMA INC. 1998 STOCK OPTION PLAN
             AND NON-PLAN EXECUTIVE, DIRECTOR AND CONSULTANT OPTIONS
             -------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

   GARY A. SHANGOLD, M.D., 25 MINNEAKONING ROAD, FLEMINGTON, NEW JERSEY 08822
   --------------------------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (908) 782-3431
                                 --------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


<PAGE>




                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of        Amount to be   Proposed     Proposed          Amount of
securities to   registered (1) maximum      maximum           Registration Fee
be registered                  offering     aggregate
                               price per    offering price
                               share(2)

-------------------------------------------------------------------------------
Common Stock       6,950,000   $1.96        $13,622,000         $1,725.91
$.001 par value
================================================================================
(1) The aggregate amount of securities  registered hereunder is 6,950,000 shares
of common  stock  issued in  connection  with,  or issuable  upon  exercise  of,
non-plan stock options held by executives and other  employees,  consultants and
directors, and options which were, or may be, granted pursuant to our 1998 Stock
Option Plan.  Pursuant to Rule 416 promulgated under the Securities Act of 1933,
as amended,  this registration  statement covers such  indeterminate  additional
shares of common  stock to be offered or issued to prevent  dilution as a result
of future stock splits, stock dividends or other similar transactions.

 (2) The fee with  respect  to these  shares  has been  calculated  pursuant  to
paragraphs  (h) and (c) of Rule 457 upon the basis of $1.96,  the average of the
high and low prices for our common  stock on June 15,  2004,  a date within five
(5) business days prior to the date of filing of this registration statement, as
reported by the American Stock Exchange LLC.

                                EXPLANATORY NOTE

      This Registration  Statement contains two parts. The first part contains a
"Reoffer   Prospectus,"   which  has  been  prepared  in  accordance   with  the
requirements  of Part I of Form S-3 (as  required by Section C.1. of the General
Instructions to Form S-8). The Reoffer  Prospectus will be used for reoffers and
resales by affiliates of NovaDel  Pharma Inc.  (the  "Registrant")  of shares of
common stock of the  Registrant  to be issued upon  exercise of options  granted
pursuant to the  Registrant's  1998 stock  option plan and  non-plan  executive,
director and  consultant  options,  and by  non-affiliates  of the Registrant of
shares of common stock previously  issued to them upon exercise of options . The
second part contains information required in the registration statement pursuant
to Part II of Form S-8. Pursuant to the introductory note to Part I of Form S-8,
the plan information,  which  constitutes part of the "Plan  Prospectus," is not
being filed with the Securities and Exchange Commission.


<PAGE>


PROSPECTUS

                               NOVADEL PHARMA INC.

                               6,950,000 Shares of

                                  Common Stock

                                  _____________

NovaDel Pharma Inc. 1998 Stock Option Plan and Non-plan Executive,  Director and
Consultant Options

      This prospectus is being used in connection with the offering from time to
time by certain  selling  stockholders  of our  company or their  successors  in
interest of shares of the common stock which have been issued  under,  or may be
acquired upon the exercise of, stock  options  pursuant to our 1998 Stock Option
Plan and Non-plan Executive, Director and Consultant Options (collectively,  the
"Plans").

      The common stock may be sold from time to time by the selling stockholders
or by their pledgees,  donees, transferees or other successors in interest. Such
sales may be made in the  over-the-counter  market or otherwise at prices and at
terms then  prevailing or at prices related to the then current market price, or
in negotiated  transactions.  The common stock may be sold by one or more of the
following:  (a)  block  trades in which the  broker  or dealer so  engaged  will
attempt to sell the shares as agent but may position and resell  portions of the
block as principal to facilitate the  transaction;  (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchases. In effecting sales, brokers or dealers engaged by
the  selling   stockholders   may  arrange  for  other  brokers  or  dealers  to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
selling stockholders in amounts to be negotiated  immediately prior to the sale.
Such  brokers or dealers and any other  participating  brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales.  In addition,  any securities
covered by this  prospectus  which  qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus. We will not receive
any of the  proceeds  from the sale of these  shares,  although we have paid the
expenses of preparing this prospectus and the related registration statement.

      The closing  sales price of our common  stock on June 15, 2004 as reported
by the American Stock Exchange LLC ("AMEX") was $1.98.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

             _____________________________________________________

                  The date of this Prospectus is June 18, 2004.


<PAGE>


                        TABLE OF CONTENTS

--------------------------------------------------------------------------------
PROSPECTUS SUMMARY.....................................................1
WHERE YOU CAN FIND MORE INFORMATION....................................2
DOCUMENTS INCORPORATED BY REFERENCE....................................3
THE COMPANY............................................................4
FORWARD LOOKING STATEMENTS.............................................5
RISK FACTORS...........................................................6
USE OF PROCEEDS.......................................................18
SELLING STOCKHOLDERS..................................................19
PLAN OF DISTRIBUTION..................................................22
LEGAL MATTERS.........................................................23
EXPERTS...............................................................23



NO  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE  ANY  INFORMATION  OR  TO  MAKE  ANY
REPRESENTATIONS,  OTHER THAN THOSE CONTAINED IN THIS  PROSPECTUS,  IN CONNECTION
WITH THE  OFFERING  MADE  HEREBY,  AND, IF GIVEN OR MADE,  SUCH  INFORMATION  OR
REPRESENTATION  MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OTHER PERSON.  NEITHER THE DELIVERY OF THIS  PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY  CIRCUMSTANCES  CREATE ANY IMPLICATION  THAT THERE HAS
BEEN NO  CHANGE IN THE  AFFAIRS  OF THE  COMPANY  SINCE  THE DATE  HEREOF.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES  OFFERED HEREBY BY ANYONE IN ANY  JURISDICTION  IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR  SOLICITATION  IS NOT  QUALIFIED  TO DO SO OR TO ANY  PERSON  TO  WHOM  IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.


                                       ii
<PAGE>



                               PROSPECTUS SUMMARY

        The following  summary contains basic  information  about Novadel Pharma
Inc.  and this  prospectus.  It may not contain all of the  information  that is
important to you. For a more  complete  understanding,  we encourage you to read
the entire  prospectus  and the documents  incorporated  by reference  into this
prospectus. In this prospectus,  the words "Novadel," "Company," "we," "our" and
"us" refer to Novadel Pharma Inc.

Common  Stock   outstanding                   32,943,699 Shares (1)
before the offering

Common  Stock   outstanding                   34,060 Shares
which   may   be    offered
pursuant to this prospectus

Common Stock  issuable upon                   6,915,940 Shares
exercise   of   outstanding
options    which   may   be
offered  pursuant  to  this
prospectus

AMEX   Symbol   for  Common                   "NVD"
Stock

Use of Proceeds                               We  will  not   receive  any
                                              proceeds  from the  sales of
                                              these   shares.    We   will
                                              receive   proceeds   to  the
                                              extent    that     currently
                                              outstanding    options   are
                                              exercised   for   cash.   We
                                              will   use   the    exercise
                                              proceeds,    if   any,   for
                                              working  capital and general
                                              corporate purposes.

Risk Factors                                  There are  risks  associated
                                              with  an  investment  in the
                                              common   stock   offered  by
                                              this     prospectus.     You
                                              should  carefully   consider
                                              the risk  factors  described
                                              in  this  prospectus  in the
                                              "Risk    Factors"    section
                                              before  making a decision to
                                              invest.


(1) As of June 9, 2004.  Does not include  shares of common stock  issuable upon
exercise of options or warrants.


                                      -1-
<PAGE>



                       WHERE YOU CAN FIND MORE INFORMATION

        We file annual,  quarterly and current  reports,  proxy  statements  and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and copy,  upon payment of a fee set by the SEC, any documents  that we
file  with the SEC as its  public  reference  room at 450  Fifth  Street,  N.W.,
Washington,  D.C.  You  may  also  call  the  SEC  at  1-800-432-0330  for  more
information on the public reference rooms. Our filings are also available to the
public on the  Internet  through  the SEC's EDGAR  database.  You may access the
EDGAR database at the SEC's website at www.sec.gov.

        This  prospectus is part of  registration  statement on Form S-8 that we
have filed with the SEC to register  the common stock  offered  hereby under the
Act. As  permitted  by SEC rules,  this  prospectus  does not contain all of the
information  contained in the registration  statement and accompanying  exhibits
and  schedules  that we file  with the SEC.  You may  refer to the  registration
statement,  the exhibits and  schedules  for more  information  about us and our
common stock. The registration  statement,  exhibits and schedules are available
at the  SEC's  public  reference  rooms or  through  its EDGAR  database  on the
Internet.

        You should rely only on the information  contained in this prospectus or
any supplement to this prospectus.  We have not authorized anyone to provide you
with different information.

      Our common stock is quoted on the AMEX under the symbol "NVD."


                                      -2-
<PAGE>



                       DOCUMENTS INCORPORATED BY REFERENCE

      The following  documents filed with the SEC (File No. 000-23399)  pursuant
to the Securities  Exchange Act of 1934, as amended,  (the  "Exchange  Act") are
incorporated herein by reference:

      1.    The  description of the common stock  contained in our  Registration
            Statement (File No. 333-112852) on Form SB-2/A filed with the SEC on
            March 25, 2004.

      2.    Annual  Report on Form  10-KSB  for the  fiscal  year ended July 31,
            2003, as amended.

      3.    Quarterly  Report on Form  10-QSB for the period  ended  October 31,
            2003.

      4.    Quarterly  Report on Form  10-QSB for the period  ended  January 31,
            2004.

      5.    Quarterly Report on Form 10-QSB for the period ended April 30, 2004.

      6.    Definitive  Proxy  Statement  on Schedule 14A dated March 5, 2004 in
            connection with our annual meeting of stockholders held on April 19,
            2004.

      7.    Current  Reports on Form 8-K filed on  December 3 and  December  30,
            2003 and on January 6, January 12 and May 11, 2004.

      All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering
shall be deemed to be  incorporated  by reference in this prospectus and to be a
part of this prospectus from the date of filing thereof.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this  prospectus 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 part of this prospectus.

      We will provide  without charge to each person to whom this  prospectus is
delivered,  upon written or oral request of that person, a copy of all documents
incorporated  by  reference  into  the  registration  statement  of  which  this
prospectus  is a part,  other than  exhibits  to those  documents  (unless  such
exhibits  are  specifically  incorporated  by  reference  into such  documents).
Requests for such documents should be directed to Jean W. Frydman, Esq., General
Counsel,  NovaDel Pharma Inc., 25  Minneakoning  Road,  Flemington,  New Jersey,
08822, telephone: (908) 782-3431.


                                      -3-
<PAGE>


                                   THE COMPANY

      We are  engaged in the  development  of novel  application  drug  delivery
systems for presently marketed prescription and over-the-counter  ("OTC") drugs.
Our patented and  patent-pending  delivery  systems are lingual sprays  enabling
drug  absorption  through  the oral  mucosa and more rapid  absorption  into the
bloodstream  than presently  available oral delivery  systems.  Our proprietary,
novel  delivery  system is designed  to provide  patients  with the  therapeutic
effects of a given drug  within  minutes of such  drug's  administration  to the
patient  thereby  enhancing and greatly  accelerating  the onset of the intended
therapeutic  benefits of the drug.  Our  development  efforts for our novel drug
delivery  system  are  concentrated  on making it  available  for drugs that are
already  available and proven in the marketplace.  In addition to increasing the
bioavailability of a drug by avoiding  metabolism by the liver before entry into
the bloodstream, we believe that our proprietary drug delivery system offers the
following  significant  advantages:  (i)  more  rapid  delivery  of drugs to the
bloodstream  allowing  for  quicker  onset of  therapeutic  effects  compared to
conventional  oral dosage forms;  (ii) improved drug safety  profile by reducing
the  required  dosage,  including  possible  reduction  of  side-effects;  (iii)
improved dosage reliability; (iv) allowing medication to be taken without water;
and (v) improved patient convenience and compliance.

      In light of the material expense and delays associated with  independently
developing  and  obtaining  approval of  pharmaceutical  products,  we intend to
develop   drug   products   through   collaborative   arrangements   with  major
pharmaceutical  companies,  such pharmaceutical  companies providing the funding
for the development of specified drug products.  To date, other than our license
agreement with Manhattan Pharmaceuticals,  Inc., in connection with propofol, we
have  not  entered  into  any  material   development   arrangements   with  any
pharmaceutical  companies.  The lack of any such  arrangements  and our  limited
revenues  and low  level of  working  capital  has  restricted  our  ability  to
aggressively   pursue  our  product  development   strategy.   We  will  require
significant  additional financing and/or a strategic alliance with a well-funded
development partner to undertake and maintain our business plan.

      At our  inception in 1982, we engaged in the business of consulting to the
pharmaceutical  industry,  focusing on product development activities of various
European  pharmaceutical  companies.  Since  1992,  we have used our  consulting
revenues  and the  funds  generated  from  financings  to fund  our own  product
development  activities.  Our  focus  on  developing  our own  products  evolved
naturally out of our  consulting  experience  on behalf of other  pharmaceutical
companies.  Substantially  all of our revenues  previously were derived from our
consulting activities.  Effective October 1, 2002, we changed our corporate name
from Flemington Pharmaceutical  Corporation to NovaDel Pharma Inc. Our principal
business address is 25 Minneakoning Road, Flemington, New Jersey, 08822, and our
telephone number is (908) 782-3431.


                                      -4-
<PAGE>



                           FORWARD LOOKING STATEMENTS

      The  statements  set  forth  in this  prospectus,  including  under  "Risk
Factors," and those  incorporated by reference herein,  which are not historical
constitute "Forward Looking Statements" within the meaning of Section 27A of the
Act and Section 21E of the Exchange  Act,  including  statements  regarding  the
expectations, beliefs, intentions or strategies for the future. These statements
can be identified by the use of forward-looking  terminology such as "believes,"
"expects," "may," "will," "should,"  "plans," "future,"  "intends,"  "continue,"
"estimate" or  "anticipates"  or the negatives or variations of these terms, and
other comparable terminology.  We intend that all forward-looking  statements be
subject to the  safe-harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995.  These  forward-looking  statements are only predictions and
reflect our views as of the date they are made with respect to future events and
financial performance.  Forward-looking statements are subject to many risks and
uncertainties which could cause our actual results to differ materially from any
future results expressed or implied by the forward-looking statements.

      Examples of the risks and uncertainties  include,  but are not limited to:
the inherent risks and  uncertainties in developing  products of the type we are
developing;  possible  changes in our financial  condition;  the progress of our
research and  development;  clinical  trials require  adequate  supplies of drug
substance and drug product, which may be difficult or uneconomical to procure or
manufacture;  timely  obtaining  sufficient  patient  enrollment in our clinical
trials; the impact of development of competing  therapies and/or technologies by
other companies; our ability to obtain additional required financing to fund our
research  programs;  our ability to enter into agreements with collaborators and
the failure of  collaborators  to perform  under their  agreements  with us; the
progress of the FDA  approvals  in  connection  with the conduct of our clinical
trials and the marketing of our products;  the additional costs and delays which
may result from requirements imposed by the FDA in connection with obtaining the
required approvals.

      Except to the  extent  required  by  applicable  laws or rules,  we do not
undertake   any   obligation   or  duty  to   publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.


                                      -5-
<PAGE>


                                  RISK FACTORS

One  should  carefully  consider  the  following  risk  factors  and  all  other
information  contained in this prospectus  before investing in our common stock.
Investing  in our  common  stock  involves  a high  degree  of risk.  Any of the
following  risks  could  adversely  affect our  business,  financial  condition,
results of operations,  performance,  achievements and industry and could result
in a complete loss of one's investment.  The risks and  uncertainties  described
below are not the only ones we may face. See also "Forward Looking Statements."

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A LIMITED OPERATING HISTORY AND HAVE
NOT GENERATED ANY REVENUES FROM THE SALE OF PRODUCTS TO DATE.

We are a developmental  stage  biopharmaceutical  company.  Therefore,  you must
evaluate  us in light of the  uncertainties  and  complexities  present  in such
companies.  We have not  generated any revenue from the  commercial  sale of our
proposed  products and do not expect to receive such revenue in the near future.
We have no material  licensing or royalty  revenue or products  ready for use or
licensing in the marketplace. This limited history may not be adequate to enable
one to fully  assess our  ability  to  develop  our  technologies  and  proposed
products,  obtain FDA approval  and achieve  market  acceptance  of our proposed
products  and  respond  to  competition.  We  cannot  be  certain  as to when to
anticipate  commercializing  and  marketing  any of  our  proposed  products  in
development,  if at all, and do not expect to generate  sufficient revenues from
proposed  product  sales to cover our expenses or achieve  profitability  in the
near future.

We  had  an  accumulated   deficit  as  of  April  30,  2004,  of  approximately
$20,499,000.  We  incurred  operating  losses in each of our last  eight  fiscal
years,  including  a net loss of  approximately  $5,815,000  for the fiscal year
ended July 31, 2003 and  $4,871,000  for the nine months  ended April 30,  2004.
Because we increased our product development  activities,  we anticipate that we
will incur substantial  operating expenses in connection with continued research
and development, clinical trials, testing and approval of our proposed products,
and expect these expenses will result in continuing  and,  perhaps,  significant
operating  losses until such time, if ever, that we are able to achieve adequate
product sales levels. Our ability to generate revenue and achieve  profitability
depends upon our ability,  alone or with others,  to complete the development of
our proposed products, obtain the required regulatory approvals and manufacture,
market and sell our proposed products.

WE WILL REQUIRE  SIGNIFICANT  CAPITAL  REQUIREMENTS FOR PRODUCT  DEVELOPMENT AND
COMMERCIALIZATION.

The research, development, testing and approval of our proposed products involve
significant  expenditures and accordingly we require significant capital to fund
such  expenditures.  We  anticipate,  based on our  current  proposed  plans and
assumptions  relating to our  operations  (including the timetable of, and costs
associated  with,  new product  development),  that the  proceeds of the private
placements  we completed  during the year 2003 will be sufficient to satisfy our
contemplated  cash  requirements  through  the third  quarter of our fiscal year
2005. Due to our small revenue base, low level of working  capital and inability
to increase the number of development agreements with pharmaceutical  companies,
we have been unable to aggressively pursue our product development  strategy. We
will require significant additional financing and/or a strategic alliance with a
well-funded  development  partner to  aggressively  pursue our business plan. We
have no  current  arrangements  with  respect  to,  or  sources  of,  additional
financing,  and  additional  financing  may not be available to us on acceptable
terms,  if at all.  Unless  we  raise  additional  financing,  we may  not  have
sufficient   funds  and  we  may  not  be  able  to  complete   development  and
commercialization of our proposed products or continue operating.

OUR ADDITIONAL FINANCING REQUIREMENTS COULD RESULT IN DILUTION TO EXISTING
STOCKHOLDERS.

The  additional  financings  we  require  may be  obtained  through  one or more
transactions   which   effectively   dilute  the  ownership   interests  of  our
stockholders. Further, we may not be able to secure such additional financing on
terms  acceptable  to us, if at all. We have the  authority to issue  additional
shares of common  stock,  as well as  additional  classes or series of ownership
interests  or debt  obligations  which may be  convertible  into any one or more


                                      -6-
<PAGE>


classes or series of ownership interests. We are authorized to issue 100,000,000
shares of common stock and 1,000,000 shares of preferred stock.  Such securities
may be issued without the approval or other consent of our stockholders.

OUR  TECHNOLOGY  PLATFORM  IS BASED  SOLELY  ON OUR  PROPRIETARY  DRUG  DELIVERY
TECHNOLOGY.  OUR ONGOING  CLINICAL TRIALS FOR CERTAIN OF OUR PRODUCT  CANDIDATES
MAY BE DELAYED, OR FAIL, WHICH WILL HARM OUR BUSINESS.

Our strategy is to concentrate our product development  activities  primarily on
pharmaceutical  products for which there  already are  significant  prescription
sales,  where the use of our  proprietary,  novel drug delivery  technology will
greatly  enhance  speed of onset of  therapeutic  effect,  reduce  side  effects
through a reduction of the amount of active drug substance required to produce a
given therapeutic effect and improve patient convenience or compliance.  We have
completed pilot  pharmacokinetic  studies for two  antihistamine  lingual sprays
(loratadine and clemastine),  an estradiol lingual spray, a progesterone lingual
spray and a nitroglycerin  lingual spray. In addition,  a phase 2 clinical trial
was completed for the nitroglycerin lingual spray.  Additional  development work
on loratadine,  clemastine,  estradiol and progesterone has been put on hold due
to  changes  in the  marketplace  which have  significantly  reduced  the market
potential  for  these  compounds.  We plan to file an NDA for the  nitroglycerin
lingual spray in 2004. We plan to initiate pilot pharmacokinetic  studies on our
Tier I priority  products during calendar year 2004.  These products are lingual
spray  formulations  of  sumatriptan,   alprazolam,  propofol,  ondansetron  and
zolpidem.  The goal of  these  pilot  pharmacokinetic  studies  is to  determine
whether or not a specific  lingual  spray can achieve  blood levels of an active
ingredient via  administration  through the oral mucosa. If blood levels are not
achieved, it could result in the need to reformulate the lingual spray and/or to
terminate work on a specific compound which would have a material adverse effect
on our operations.

Companies in the  pharmaceutical  and  biotechnology  industries  have  suffered
significant setbacks in advanced clinical trials, even after obtaining promising
results in earlier  trials.  Data obtained from tests are susceptible to varying
interpretations  which may  delay,  limit or  prevent  regulatory  approval.  In
addition,  companies  may be unable to enroll  patients  quickly  enough to meet
expectations  for  completing  clinical  trials.  The timing and  completion  of
current and planned clinical trials of our product  candidates  depend on, among
other factors,  the rate at which patients are enrolled,  which is a function of
many factors, including:

      o     the number of clinical sites;
      o     the size of the patient population;
      o     the proximity of patients to the clinical sites;
      o     the eligibility criteria for the study;
      o     the existence of competing clinical trials; and
      o     the existence of alternative available products.

      Delays in patient  enrollment  in clinical  trials may occur,  which would
likely result in increased costs, program delays or both.

THERE  ARE  CERTAIN  INTERLOCKING   RELATIONSHIPS  AND  POTENTIAL  CONFLICTS  OF
INTEREST.

Lindsay A.  Rosenwald,  M.D.,  a  significant  stockholder  of  NovaDel,  is the
Chairman of Paramount Capital, the placement agent for the private placements we
completed  during  calendar year 2003. In the regular course of its business and
the  business  of its  affiliates,  and  outside  of its  arrangement  with  us,
Paramount  and/or  its  affiliates  identify,  evaluate  and  pursue  investment
opportunities  in  biomedical  and  pharmaceutical  products,  technologies  and
companies.  In  addition,  Dr.  Rosenwald  may be  deemed  to  beneficially  own


                                      -7-
<PAGE>


approximately  10,838,901 of our outstanding  common stock (assuming exercise of
certain  warrants  beneficially  owned by Dr.  Rosenwald)  and  5,075,664 of our
voting stock (assuming no exercise of such warrants). As such, Dr. Rosenwald and
Paramount may be deemed to be our affiliates.  Generally, Delaware corporate law
requires that any transactions  between us and any of our affiliates be on terms
that, when taken as a whole, are  substantially as favorable to us as those then
reasonably obtainable in an arms-length  transaction from a person who is not an
affiliate.  Nevertheless,  neither such  affiliates  nor Paramount are obligated
pursuant  to any  agreement  or  understanding  with us to make  any  additional
products or technologies available to us, nor can there be any assurance, and we
do not expect and our  stockholders  should not expect,  that any  biomedical or
pharmaceutical  product or technology identified by such affiliates or Paramount
in the future will be made available to us. In addition,  certain of our current
officers and  directors or any officers or directors  hereafter  appointed by us
may from time to time serve as officers or directors of other  biopharmaceutical
or biotechnology companies.  Such other companies may have interests in conflict
with our interests.

OUR  BUSINESS  AND REVENUE IS DEPENDENT  ON THE  SUCCESSFUL  DEVELOPMENT  OF OUR
PRODUCTS.

Revenue  received from our product  development  efforts consists of payments by
pharmaceutical   companies  for  research  and  bioavailability  studies,  pilot
clinical trials and similar  milestone-related  payments.  Our future growth and
profitability  will  be  dependent  upon  our  ability   successfully  to  raise
additional funds to complete the development of, obtain regulatory approvals for
and license out or market our proposed products. Accordingly, our prospects must
be  considered  in light of the  risks,  expenses  and  difficulties  frequently
encountered in connection with the  establishment  of a new business in a highly
competitive industry,  characterized by frequent new product  introductions.  We
anticipate that we will incur substantial  operating expenses in connection with
the development,  testing and approval of our proposed products and expect these
expenses to result in continuing  and  significant  operating  losses until such
time, if ever,  that we are able to achieve  adequate levels of sales or license
revenues.  We may not be able to raise additional  financing,  increase revenues
significantly,  or achieve  profitable  operations.  See "Risk Factors - We will
require   significant   capital   requirements   for  product   development  and
commercialization."

WE DO NOT HAVE COMMERCIALLY AVAILABLE PRODUCTS.

Our principal efforts are the development of, and obtaining regulatory approvals
for, our proposed  products.  We anticipate  that  marketing  activities for our
proprietary  products,  whether by us or one or more of our  licensees,  if any,
will not begin until 2005 at the earliest.  Accordingly,  it is not  anticipated
that we will  generate  any  revenues  from  royalties  or sales of  proprietary
products until regulatory approvals are obtained and marketing activities begin.
Any  one or more of our  proposed  proprietary  products  may  not  prove  to be
commercially  viable,  or if viable,  may not reach the  marketplace  on a basis
consistent with our desired  timetables.  The failure or the delay of any one or
more of our  proposed  products  to achieve  commercial  viability  would have a
material adverse effect on us.

WE HAVE NOT COMPLETED PRODUCT DEVELOPMENT.

We have not completed the  development  of our proposed  products and we will be
required  to devote  considerable  effort  and  expenditures  to  complete  such
development.   In  addition  to  obtaining  adequate   financing,   satisfactory
completion  of  development,   testing,   government   approval  and  sufficient
production levels of such products must be obtained before the proposed products
will become  available  for  commercial  sale. We do not  anticipate  generating
material  revenue from product  sales until  perhaps 2005 or  thereafter.  Other
potential  products remain in the conceptual or very early development stage and
remain  subject to all the risks inherent in the  development of  pharmaceutical
products,  including  unanticipated  development  problems and possible  lack of
funds to  undertake  or continue  development.  These  factors  could  result in
abandonment or substantial  change in the  development of a specific  formulated
product.  We may  not be  able to  successfully  develop  any one or more of our
proposed products or develop such proposed products on a timely basis.  Further,
such  proposed  products  may not be  commercially  accepted if  developed.  The
inability to successfully  complete  development,  or a determination by us, for


                                      -8-
<PAGE>


financial or other  reasons,  not to undertake  to complete  development  of any
proposed  product,  particularly in instances in which we have made  significant
capital expenditures, could have a material adverse effect on us.

WE DO NOT HAVE DIRECT CONSUMER MARKETING EXPERIENCE.

We have no experience in marketing or  distribution at the consumer level of our
proposed products.  Moreover, we do not have the financial or other resources to
undertake extensive marketing and advertising activities. Accordingly, we intend
generally to rely on marketing  arrangements,  including possible joint ventures
or license or distribution  arrangements with third parties. We have not entered
into any significant agreements or arrangements with respect to the marketing of
our proposed  products,  and there can be no assurance that we will do so in the
future or that any such  products can be  successfully  marketed.  If we fail to
enter into these  agreements  or if we or the third parties do not perform under
such agreements,  it could impair our ability to commercialize our products.  If
we do not  develop  a  marketing  force  of our  own,  then  we will  depend  on
arrangements  with  corporate  partners or other  entities for the marketing and
sale of our remaining  products.  Our strategy to rely on third party  marketing
arrangements could adversely affect our profit margins.

WE MUST COMPLY WITH GOOD MANUFACTURING PRACTICES.

The manufacture of our  pharmaceutical  products will be subject to current Good
Manufacturing  Practices (cGMP) prescribed by the FDA, pre-approval  inspections
by the  FDA or  comparable  foreign  authorities,  or  both,  before  commercial
manufacture  of any such  products  and  periodic  cGMP  compliance  inspections
thereafter by the FDA. We, or any of our third party  manufacturers,  may not be
able to comply with cGMP or satisfy pre- or post-approval inspections by the FDA
or comparable  Foreign  authorities  in connection  with the  manufacture of our
proposed  products.  Failure or delay by us or any such  manufacturer  to comply
with cGMP or satisfy  pre- or  post-approval  inspections  would have a material
adverse effect on us.

WE ARE DEPENDENT ON OUR SUPPLIERS.

We believe that the active  ingredients  used in the manufacture of our proposed
pharmaceutical  products are presently available from numerous suppliers located
in the United States, Europe, India and Japan.

We believe that  certain raw  materials,  including  inactive  ingredients,  are
available  from a  limited  number  of  suppliers  and  that  certain  packaging
materials  intended for use in connection with our spray products  currently are
available  only from sole source  suppliers.  Although we do not believe we will
encounter  difficulties  in  obtaining  the  inactive  ingredients  or packaging
materials necessary for the manufacture of our proposed products,  we may not be
able to enter into  satisfactory  agreements or arrangements for the purchase of
commercial quantities of such materials. We have a written supply agreement with
Dynamit  Nobel for certain raw  materials  for our  nitroglycerin  lingual spray
product.  With respect to other  suppliers,  we operate  primarily on a purchase
order  basis  beyond  which there is no contract  memorializing  our  purchasing
arrangements.  The inability to enter into  agreements or otherwise  arrange for
adequate  or  timely  supplies  of  principal  raw  materials  and the  possible
inability to secure alternative sources of raw material supplies, or the failure
of Dynamit  Nobel to comply  with its  supply  obligations  to us,  could have a
material  adverse  effect on our  ability  to  arrange  for the  manufacture  of
formulated  products.  In addition,  development and regulatory  approval of our
products  are  dependent  upon our  ability to procure  active  ingredients  and
certain packaging  materials from FDA-approved  sources.  Since the FDA approval
process  requires  manufacturers  to specify their proposed  suppliers of active
ingredients and certain packaging materials in their applications,  FDA approval
of a supplemental  application to use a new supplier would be required if active
ingredients  or such  packaging  materials  were no  longer  available  from the
originally specified supplier,  which may result in manufacturing  delays. If we
do not maintain  important  manufacturing  relationships,  we may fail to find a
replacement manufacturer or to develop our own manufacturing capabilities. If we
cannot do so, it could delay or impair our ability to obtain regulatory approval
for our  products  and  substantially  increase  our costs or deplete any profit
margins.  If we do find replacement  manufacturers,  we may not be able to enter
into  agreements  with them on terms and  conditions  favorable to us and, there
could be a  substantial  delay  before a new  facility  could be  qualified  and
registered with the FDA and foreign regulatory authorities.


                                      -9-
<PAGE>


WE FACE INTENSE COMPETITION.

The markets which we intend to enter are  characterized by intense  competition.
We  or  our  licensees  may  be  competing  against  established  pharmaceutical
companies which  currently  market products which are equivalent or functionally
similar to those we intend to market.  Prices of drug products are significantly
affected by competitive factors and tend to decline as competition increases. In
addition, numerous companies are developing or may, in the future, engage in the
development of products  competitive with our proposed products.  We expect that
technological  developments  will occur at a rapid rate and that  competition is
likely  to  intensify  as  enhanced  dosage  from   technologies   gain  greater
acceptance.  Additionally,  the markets for  formulated  products  which we have
targeted  for  development  are  intensely   competitive,   involving   numerous
competitors  and  products.   Most  of  our  prospective   competitors   possess
substantially  greater  financial,  technical  and other  resources  than we do.
Moreover, many of these companies possess greater marketing capabilities than we
do,  including  the  resources  necessary to enable them to implement  extensive
advertising  campaigns.  We may not be able to  compete  successfully  with such
competitors.

Accordingly,  our  competitors  may  succeed  in  obtaining  patent  protection,
receiving FDA or comparable foreign approval or commercializing  products before
us. If we commence  commercial  product sales, we will compete against companies
with greater  marketing  and  manufacturing  capabilities  who may  successfully
develop and  commercialize  products that are more  effective or less  expensive
than ours.  These are areas in which,  as yet, we have limited or no experience.
In addition,  developments by our competitors may render our product  candidates
obsolete or noncompetitive.

We are aware of several  companies that are selling or developing  lingual spray
products. First Horizon Pharmaceutical Corporation, headquartered in Alpharetta,
Georgia,  currently markets  Nitrolingual(R)  Pumpspray, a nitroglycerin lingual
spray  which is in an  "air"  propelled  dispensing  system  (our  nitroglycerin
lingual spray is in a "propellant" based dispensing system).

Generex Biotechnology  Corporation,  based in Toronto,  Canada, is developing an
insulin  formulation  that is  delivered  directly  into  the  mouth  via  their
RapidMist(TM)  device.  They also state that they have  begun  research  on four
specific  target  molecules  for  their  RapidMist  delivery  system:  morphine,
fentanyl,  heparin and flu vaccine.  Sirus  Pharmaceuticals  Ltd.,  based in the
United Kingdom, also claims to be developing drugs to be delivered  sublingually
via an aerosol  spray.  Sirus is working in the areas of pain and emesis.  There
are  several  other  companies  that we are aware of that market  lingual  spray
products containing vitamins and homeopathic ingredients.

We  also  face,   and  will  continue  to  face,   competition   from  colleges,
universities,  governmental  agencies  and other  public  and  private  research
organizations.  These  competitors  are becoming  more active in seeking  patent
protection and licensing arrangements to collect royalties for use of technology
that they have developed.  Some of these  technologies may compete directly with
the technologies  that we are developing.  These  institutions will also compete
with us in recruiting  highly  qualified  scientific  personnel.  We expect that
developments  in the areas in which we are  active may occur at a rapid rate and
that competition will intensify as advances in this field are made. As a result,
we need to continue to devote substantial  resources and efforts to research and
development activities.

THE ABSENCE OF PRODUCT LIABILITY INSURANCE COVERAGE MAY AFFECT OUR BUSINESS.

We may be  exposed  to  potential  product  liability  claims by  consumers.  We
presently do not maintain product liability insurance coverage. Although we will
seek to obtain product liability insurance before the  commercialization  of any
of our  proposed  products,  there can be no  assurance  that we will be able to
obtain  such  insurance  or,  if  obtained,  that  any  such  insurance  will be
sufficient  to cover all possible  liabilities  to which we may be exposed.  Any
product  liability  claim,  even  one that was not in  excess  of our  insurance
coverage or one that is meritless  and/or  unsuccessful,  could adversely affect
our cash  available for other  purposes,  such as research and  development.  In
addition,  the  existence of a product  liability  claim could affect the market
price of our common stock. In addition,  certain food and drug retailers require
minimum  product  liability  insurance  coverage  as a  condition  precedent  to


                                      -10-
<PAGE>


purchasing  or accepting  products for retail  distribution.  Product  liability
insurance coverage includes various deductibles, limitations and exclusions from
coverage,  and in any event might not fully cover any potential claims.  Failure
to satisfy  such  insurance  requirements  could impede the ability of us or our
distributors  to achieve  broad retail  distribution  of our proposed  products,
which could have a material adverse effect on us.

EXTENSIVE GOVERNMENT REGULATION MAY AFFECT OUR BUSINESS.

The development, manufacture and commercialization of pharmaceutical products is
generally  subject  to  extensive   regulation  by  various  federal  and  state
governmental  entities. The FDA, which is the principal United States regulatory
authority over  pharmaceutical  products,  has the power to seize adulterated or
misbranded  products and unapproved new drugs,  to request their recall from the
market,  to enjoin  further  manufacture  or sale,  to publicize  certain  facts
concerning  a  product  and to  initiate  criminal  proceedings.  As a result of
federal statutes and FDA regulations  pursuant to which new  pharmaceuticals are
required  to  undergo  extensive  and  rigorous  testing,  obtaining  pre-market
regulatory  approval requires extensive time and expenditures.  Under the United
States Federal Food, Drug, and Cosmetic (FDC) Act, as amended (21 U.S.C. 301 et.
seq.),  a new drug may not be  commercialized  or otherwise  distributed  in the
United States without the prior approval of the FDA. The FDA approval  processes
relating to new drugs differ, depending on the nature of the particular drug for
which  approval  is  sought.  With  respect  to any  drug  product  with  active
ingredients not previously  approved by the FDA, a prospective drug manufacturer
is required to submit a new drug  application an NDA,  which  includes  complete
reports of pre-clinical, clinical and laboratory studies to prove such product's
safety and efficacy.  The NDA process generally requires,  before the submission
of the  NDA,  submission  of an  investigative  new  drug  application,  an IND,
pursuant to which permission is sought to begin preliminary  clinical testing of
the new drug. An NDA, based on published safety and efficacy  studies  conducted
by others,  may also be  required  to be  submitted  for a drug  product  with a
previously  approved  active  ingredient if the method of delivery,  strength or
dosage form is changed. Alternatively, a drug having the same active ingredients
as a drug  previously  approved by the FDA may be eligible to be submitted under
an ANDA,  which is significantly  less stringent than the NDA approval  process.
While the ANDA process  requires a manufacturer to establish  bioequivalence  to
the previously  approved drug, it permits the manufacturer to rely on the safety
and efficacy studies  contained in the NDA for the previously  approved drug. We
believe  that  the  products  we  develop  in spray  dosage  form  will  require
submission of an NDA. We estimate that the  development of new  formulations  of
pharmaceutical  products,  including  formulation,  testing  and  obtaining  FDA
approval,  generally  takes  four  to  seven  years  for the  NDA  process.  Our
determinations may prove to be inaccurate or pre-marketing  approval relating to
our  proposed  products  may not be obtained on a timely  basis,  if at all. The
failure  by us to obtain  necessary  regulatory  approvals,  whether on a timely
basis, or at all, would have a material adverse effect on our business.

THE CLINICAL TRIAL AND REGULATORY APPROVAL PROCESS FOR OUR PRODUCTS IS EXPENSIVE
AND TIME CONSUMING, AND THE OUTCOME IS UNCERTAIN.

In order to sell our proposed products, we must receive regulatory approvals for
each product.  The FDA and comparable agencies in foreign countries  extensively
and rigorously  regulate the testing,  manufacture,  distribution,  advertising,
pricing and marketing of drug products like our products.  This approval process
includes preclinical studies and clinical trials of each pharmaceutical compound
to  establish  its  safety and  effectiveness  and  confirmation  by the FDA and
comparable  agencies in foreign  countries that the manufacturer  maintains good
laboratory  and  manufacturing   practices  during  testing  and  manufacturing.
Clinical  trials  generally take two to five years or more to complete.  Even if
favorable testing data is generated by clinical trials of drug products, the FDA
may not approve an NDA filed by a pharmaceutical  or  biotechnology  company for
such drug product.

The approval  process is lengthy,  expensive and uncertain.  It is also possible
that the FDA or comparable foreign regulatory authorities could interrupt, delay
or halt  any  one or  more of our  clinical  trials.  If we,  or any  regulatory
authorities, believe that trial participants face unacceptable health risks, any
one or more of our trials  could be  suspended  or  terminated.  We also may not
reach agreement with the FDA and/or comparable foreign agencies on the design of
any one or more of the  clinical  studies  necessary  for  approval.  Conditions


                                      -11-
<PAGE>


imposed by the FDA and comparable  agencies in foreign countries on our clinical
trials could  significantly  increase the time  required for  completion of such
clinical trials and the costs of conducting the clinical  trials.  Data obtained
from clinical trials are susceptible to varying interpretations which may delay,
limit or prevent regulatory approval.

Delays and  terminations  of the  clinical  trials we conduct  could result from
insufficient  patient  enrollment.  Patient  enrollment is a function of several
factors,  including  the size of the patient  population,  stringent  enrollment
criteria,  the  proximity of the patients to the trial sites,  having to compete
with other clinical trials for eligible patients,  geographical and geopolitical
considerations  and others.  Delays in patient  enrollment can result in greater
costs and longer  trial  timeframes.  Patients may also suffer  adverse  medical
events or side effects.

The FDA and comparable  foreign agencies could withdraw any approvals we obtain.
Further,  if there is a later  discovery  of unknown  problems  or if we fail to
comply  with  other  applicable  regulatory  requirements  at any  stage  in the
regulatory process,  the FDA may restrict or delay our marketing of a product or
force us to make  product  recalls.  In  addition,  the FDA could  impose  other
sanctions such as fines, injunctions,  civil penalties or criminal prosecutions.
To market our products  outside the United  States,  we also need to comply with
foreign  regulatory  requirements  governing human clinical trials and marketing
approval for  pharmaceutical  products.  The FDA and foreign regulators have not
yet approved any of our products under  development  for marketing in the United
States  or  elsewhere.  If the FDA  and  other  regulators  do not  approve  our
products, we will not be able to market our products.

WE EXPECT TO FACE UNCERTAINTY OVER REIMBURSEMENT AND HEALTHCARE REFORM.

In both the United States and other  countries,  sales of our proposed  products
will  depend in part upon the  availability  of  reimbursement  from third party
payors, which include government health administration authorities, managed care
providers  and private  health  insurers.  Third party  payors are  increasingly
challenging the price and examining the cost  effectiveness  of medical products
and services.

OUR STRATEGY,  IN MANY CASES,  IS TO ENTER INTO  COLLABORATION  AGREEMENTS  WITH
THIRD PARTIES AND WE MAY REQUIRE ADDITIONAL COLLABORATION AGREEMENTS. IF WE FAIL
TO ENTER  INTO THESE  AGREEMENTS  OR IF WE OR THE THIRD  PARTIES DO NOT  PERFORM
UNDER SUCH AGREEMENTS, IT COULD IMPAIR OUR ABILITY TO COMMERCIALIZE OUR PROPOSED
PRODUCTS.

Our strategy for the completion of the required development and clinical testing
of  our   proposed   products   and  for  the   manufacturing,   marketing   and
commercialization  of such products,  in many cases,  depends upon entering into
collaboration    arrangements   with   pharmaceutical   companies   to   market,
commercialize  and distribute the products.  Our success  depends upon obtaining
collaboration  partners.  In addition,  we may depend on our partners' expertise
and dedication of sufficient resources to develop and commercialize our proposed
products.  We may,  in the future,  grant to  collaboration  partners  rights to
license and commercialize  pharmaceutical products developed under collaboration
agreements. Under these arrangements, our collaboration partners may control key
decisions  relating  to the  development  of the  products.  The  rights  of our
collaboration  partners would limit our flexibility in considering  alternatives
for the  commercialization  of the products.  If we fail to successfully develop
these  relationships  or if our  collaboration  partners  fail  to  successfully
develop or  commercialize  any of our products,  it may delay or prevent us from
developing or commercializing  our proposed products in a competitive and timely
manner and would have a material adverse effect on our business.

IF WE CANNOT PROTECT OUR  INTELLECTUAL  PROPERTY,  OTHER COMPANIES COULD USE OUR
TECHNOLOGY IN COMPETITIVE  PRODUCTS.  IF WE INFRINGE THE  INTELLECTUAL  PROPERTY
RIGHTS OF OTHERS,  OTHER COMPANIES COULD PREVENT US FROM DEVELOPING OR MARKETING
OUR PRODUCTS.

We seek  patent  protection  for our  technology  so as to prevent  others  from
commercializing   equivalent   products  in  substantially   less  time  and  at
substantially  lower expense.  The pharmaceutical  industry places  considerable
importance on obtaining patent and trade secret protection for new technologies,


                                      -12-
<PAGE>


products and processes.  Our success will depend in part on our ability and that
of  parties  from  whom we  license  technology  to:


      o     defend our patents and otherwise  prevent others from  infringing on
            our proprietary rights;

      o     protect trade secrets; and

      o     operate without  infringing  upon the proprietary  rights of others,
            both in the United States and in other countries.

The patent position of firms relying upon  biotechnology is highly uncertain and
involves  complex  legal  and  factual   questions  for  which  important  legal
principles  are  unresolved.  To date,  the United  States  Patent and Trademark
Office has not adopted a consistent  policy regarding the breadth of claims that
the United States Patent and Trademark Office allows in biotechnology patents or
the degree of protection that these types of patents afford. As a result,  there
are risks that we may not develop or obtain rights to products or processes that
are or may seem to be patentable.

EVEN IF WE OBTAIN  PATENTS TO PROTECT  OUR  PRODUCTS,  THOSE  PATENTS MAY NOT BE
SUFFICIENTLY BROAD AND OTHERS COULD COMPETE WITH US.

We, and the parties  licensing  technologies  to us, have filed  various  United
States  and  foreign  patent  applications  with  respect  to the  products  and
technologies  under our development,  and the United States Patent and Trademark
Office and foreign  patent  offices  have  issued  patents  with  respect to our
products and  technologies.  These  patent  applications  include  international
applications  filed under the Patent  Cooperation  Treaty.  Our  pending  patent
applications, those we may file in the future or those we may license from third
parties  may not result in the United  States  Patent  and  Trademark  Office or
foreign  patent office  issuing  patents.  Also,  if patent rights  covering our
products are not  sufficiently  broad,  they may not provide us with  sufficient
proprietary  protection  or  competitive  advantages  against  competitors  with
similar products and technologies.  Furthermore, if the United States Patent and
Trademark Office or foreign patent offices issue patents to us or our licensors,
others may challenge the patents or circumvent the patents, or the patent office
or the courts may  invalidate  the patents.  Thus, any patents we own or license
from or to third parties may not provide any protection against competitors.

Furthermore,  the life of our patents is limited.  Such  patents,  which include
relevant  foreign  patents,  expire on various  dates.  We have filed,  and when
possible and appropriate,  will file, other patent  applications with respect to
our products and processes in the United States and in foreign countries. We may
not be able to develop additional  products or processes that will be patentable
or  additional  patents may not be issued to us. See also "Risk  Factors - If we
cannot meet requirements under our license agreements,  we could lose the rights
to our products."

INTELLECTUAL  PROPERTY RIGHTS OF THIRD PARTIES COULD LIMIT OUR ABILITY TO MARKET
OUR PRODUCTS.

Our  commercial  success  also  significantly  depends on our ability to operate
without  infringing the patents or violating the  proprietary  rights of others.
The United  States  Patent and  Trademark  Office  keeps  United  States  patent
applications  confidential  while the applications are pending.  As a result, we
cannot  determine  which  inventions  third  parties  claim  in  pending  patent
applications that they have filed. We may need to engage in litigation to defend
or enforce our patent and license  rights or to determine the scope and validity
of the proprietary  rights of others. It will be expensive and time consuming to
defend and enforce patent  claims.  Thus,  even in those  instances in which the
outcome is  favorable  to us, the  proceedings  can result in the  diversion  of
substantial  resources from our other activities.  An adverse  determination may
subject us to significant  liabilities or require us to seek licenses that third
parties may not grant to us or may only grant at rates that  diminish or deplete
the  profitability  of the products to us. An adverse  determination  could also
require us to alter our products or processes  or cease  altogether  any related
research and development activities or product sales.


                                      -13-
<PAGE>


IF WE CANNOT MEET REQUIREMENTS UNDER OUR LICENSE  AGREEMENTS,  WE COULD LOSE THE
RIGHTS TO OUR PRODUCTS.

We  depend  on  licensing  arrangements  with  third  parties  to  maintain  the
intellectual property rights to our products under development. These agreements
require us to make  payments  and satisfy  performance  obligations  in order to
maintain our rights under these licensing arrangements.  All of these agreements
last  either  throughout  the  life of the  patents,  or with  respect  to other
licensed  technology,  for a number of years after the first  commercial sale of
the relevant product.

In addition,  we are responsible for the cost of filing and prosecuting  certain
patent applications and maintaining certain issued patents licensed to us. If we
do not meet our obligations under our license  agreements in a timely manner, we
could lose the rights to our proprietary technology.

In  addition,  we may be  required  to  obtain  licenses  to  patents  or  other
proprietary  rights of third parties in connection  with the development and use
of our products and  technologies.  Licenses  required under any such patents or
proprietary  rights might not be made available on terms acceptable to us, if at
all.

WE  RELY  ON  CONFIDENTIALITY  AGREEMENTS  THAT  COULD  BE  BREACHED  AND MAY BE
DIFFICULT TO ENFORCE.

Although we believe that we take  reasonable  steps to protect our  intellectual
property,  including the use of  agreements  relating to the  non-disclosure  of
confidential information to third parties, as well as agreements that purport to
require  the  disclosure  and  assignment  to us of the  rights  to  the  ideas,
developments,  discoveries and inventions of our employees and consultants while
we employ them, the agreements can be difficult and costly to enforce.  Although
we seek to obtain these types of agreements from our  consultants,  advisors and
research  collaborators,  to the extent that they apply or independently develop
intellectual property in connection with any of our projects, disputes may arise
as to the proprietary rights to this type of information. If a dispute arises, a
court may determine that the right belongs to a third party,  and enforcement of
our rights can be costly and unpredictable.  In addition,  we will rely on trade
secrets  and  proprietary  know-how  that we will  seek  to  protect  in part by
confidentiality agreements with our employees,  consultants, advisors or others.
Despite the protective measures we employ, we still face the risk that:

      o     they will breach these agreements;

      o     any agreements we obtain will not provide adequate remedies for this
            type of breach or that our trade  secrets  or  proprietary  know-how
            will  otherwise  become  known  or  competitors  will  independently
            develop similar technology; and

      o     our  competitors   will   independently   discover  our  proprietary
            information and trade secrets.

WE ARE DEPENDENT ON EXISTING MANAGEMENT.

Our success is  substantially  dependent  on the efforts  and  abilities  of our
President and Chief  Executive  Officer,  Gary A.  Shangold,  M.D., and our Vice
President  of New  Business  and Product  Development,  Barry  Cohen.  Decisions
concerning  our business and our  management are and will continue to be made or
significantly influenced by these individuals. The loss or interruption of their
continued  services  would  have a  materially  adverse  effect on our  business
operations and prospects.  Although our employment  agreements with such members
of management  generally provide for severance payments that are contingent upon
the applicable officer's refraining from competition with us, the loss of any of
these persons' services would adversely affect our ability to develop and market
our products  and obtain  necessary  regulatory  approvals,  and the  applicable
noncompetition  provisions  can be difficult  and costly to monitor and enforce.
Further, we do not maintain key-man life insurance.


                                      -14-
<PAGE>


Our future success also will depend in part on the continued  service of our key
scientific and management personnel and our ability to identify, hire and retain
additional personnel, including marketing and sales staff. We experience intense
competition  for  qualified  personnel,  and the  existence  of  non-competition
agreements between prospective  employees and their former employers may prevent
us from  hiring  those  individuals  or  subject  us to suit from  their  former
employers.

While we attempt to provide  competitive  compensation  packages  to attract and
retain  key  personnel,  some of our  competitors  are  likely  to have  greater
resources  and more  experience  than we have,  making  it  difficult  for us to
compete successfully for key personnel.

WE ARE CONTROLLED BY CURRENT STOCKHOLDERS, OFFICERS AND DIRECTORS.

Our directors,  executive officers and principal stockholders and certain of our
affiliates  have the ability to influence the election of our directors and most
other stockholder actions.  Management and our affiliates currently beneficially
own (including  shares they have the right to acquire)  approximately 37% of our
common stock.  Specifically,  Dr. Rosenwald has the ability to exert significant
influence  over the  election of the Board and other  matters  submitted  to our
stockholders for approval. Such positions may discourage or prevent any proposed
takeover of NovaDel,  including  transactions  in which our  stockholders  might
otherwise  receive  a premium  for their  shares  over the then  current  market
prices.  Our  directors,  executive  officers  and  principal  stockholders  may
influence corporate actions,  including  influencing  elections of directors and
significant corporate events.

THE LIMITED PRIOR PUBLIC MARKET AND TRADING MARKET MAY CAUSE POSSIBLE VOLATILITY
IN OUR STOCK PRICE.

There has only been a limited  public market for our securities and there can be
no assurance that an active trading market in our securities will be maintained.
In addition,  the overall market for securities in recent years has  experienced
extreme price and volume fluctuations that have particularly affected the market
prices of many  smaller  companies.  The  trading  price of our common  stock is
expected to be subject to significant  fluctuations in response to variations in
quarterly   operating  results,   changes  in  analysts'   earnings   estimates,
announcements of innovations by us or our competitors, general conditions in the
industry in which we operate and other factors.  These fluctuations,  as well as
general economic and market conditions, may have a material or adverse effect on
the market price of our common stock.

WE  MAY  BE  DE-LISTED  FROM  THE  AMEX  IF WE DO  NOT  MEET  CONTINUED  LISTING
REQUIREMENTS.

Our common stock  commenced  trading on the AMEX on May 11, 2004. The AMEX (Part
10, Section 1003) requires  stockholders'  equity (for continued  listing) of at
least  $6,000,000 if a listed  company has sustained net losses in its five most
recent  fiscal  years.  We have  sustained  net losses in each of our last eight
fiscal years. As of April 30, 2004, our  stockholders'  equity was approximately
$11,984,000.

If our common stock is de-listed by the AMEX,  trading of our common stock would
thereafter  likely be  conducted on the OTC Bulletin  Board.  In such case,  the
market liquidity of our common stock would likely be negatively affected,  which
may make it more  difficult  for  holders  of our  common  stock  to sell  their
securities  in the open  market and we could  face  difficulty  raising  capital
necessary for our continued operations.

ADDITIONAL  AUTHORIZED  SHARES OF OUR COMMON STOCK AND PREFERRED STOCK AVAILABLE
FOR ISSUANCE MAY ADVERSELY AFFECT THE MARKET.

We are authorized to issue 100,000,000 shares of our common stock. As of June 9,
2004,  there were  32,943,699  shares of common  stock  issued and  outstanding.
However,  the total number of shares of our common stock issued and  outstanding
does not include shares  reserved in  anticipation of the exercise of options or
warrants.  As of June 9, 2004, we had outstanding  stock options and warrants to
purchase approximately 20,289,221 shares of our common stock, the exercise price
of which range between $0.63 per share to $3.18 per share,  and we have reserved
shares of our  common  stock  for  issuance  in  connection  with the  potential
exercise  thereof.  Of the  reserved  shares,  a total of  2,053,000  shares are
currently reserved for issuance in connection with our 1992, 1997 and 1998 Stock


                                      -15-
<PAGE>


Option Plans, respectively, of which options to purchase an aggregate of 300,000
(500,000  authorized  under such plan and 200,000  exercised  to date),  250,000
(500,000 authorized under such plan and 250,000 exercised to date) and 1,503,000
(3,400,000 authorized under such plan and 265,000 exercised to date) shares have
been issued under the respective  stock option plans.  Another  2,900,000 shares
are reserved for issuance and available for the options granted  pursuant to the
terms  of the  employment  agreements  of  various  of our  current  and  former
officers.  A significant  number of such options and warrants contain provisions
for cashless exercise. To the extent such options or warrants are exercised, the
holders of our common stock will experience  further dilution.  In addition,  in
the event that any  future  financing  should be in the form of, be  convertible
into or exchangeable  for, equity  securities,  and upon the exercise of options
and warrants,  investors may experience additional dilution. See "Risk Factors -
Our  additional  financing  requirements  could  result in  dilution to existing
stockholders."

The  exercise  of  the  outstanding  derivative  securities,   will  reduce  the
percentage of common stock held by our stockholders. Further, the terms on which
we could obtain additional capital during the life of the derivative  securities
may be  adversely  affected,  and it should be expected  that the holders of the
derivative  securities  would  exercise  them at a time when we would be able to
obtain equity  capital on terms more  favorable  than those provided for by such
derivative securities.  As a result, any issuance of additional shares of common
stock may cause our current  stockholders to suffer  significant  dilution which
may adversely affect the market.

In addition to the  above-referenced  shares of common stock which may be issued
without stockholder  approval,  we have 1,000,000 shares of authorized preferred
stock, the terms of which may be fixed by our Board. We presently have no issued
and outstanding  shares of preferred stock and while we have no present plans to
issue any  shares of  preferred  stock,  our  Board has the  authority,  without
stockholder  approval,  to create and issue one or more series of such preferred
stock and to determine the voting,  dividend and other rights of holders of such
preferred  stock. The issuance of any of such series of preferred stock may have
an adverse effect on the holders of common stock.

POSSIBLE  FUTURE  SALES OF SHARES BY THE SELLING  STOCKHOLDERS  MAY BE ADVERSELY
AFFECT THE MARKET.

Subject to the restrictions  described under "Risk Factors - Shares eligible for
future sale may  adversely  affect the market" and  applicable  law, the selling
stockholders  could cause the sale of any or all the shares of common stock they
own  upon  the  effectiveness  of  the  registration  statement  of  which  this
prospectus  forms a part. The selling  stockholders may determine to sell shares
of  common  stock  from  time to time for any  reason.  Although  we can make no
prediction as to the effect,  if any, that sales of shares of common stock owned
by selling  stockholders  would have on the market price prevailing from time to
time, sales of substantial  amounts of common stock, or the availability of such
shares for sale in the public market,  could adversely affect  prevailing market
prices of common stock.

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET.

From time to time,  certain of our  stockholders  may be eligible to sell all or
some of their shares of common stock by means of ordinary brokerage transactions
in the open market pursuant to Rule 144,  promulgated  under the Act, subject to
certain  limitations.  In  general,  pursuant  to Rule 144,  a  stockholder  (or
stockholders  whose shares are aggregated) who has satisfied a one-year  holding
period may, under certain  circumstances,  sell within any three-month  period a
number  of  securities  which  does not  exceed  the  greater  of 1% of the then
outstanding  shares of common stock or the average  weekly trading volume of the
class during the four calendar weeks prior to such sale.  Rule 144 also permits,
under certain circumstances,  the sale of securities, without any limitation, by
our stockholders that are non-affiliates  that have satisfied a two-year holding
period.  Any  substantial  sale of our  common  stock  pursuant  to Rule  144 or
pursuant to any resale prospectus may have material adverse effect on the market
price of our securities.


                                      -16-
<PAGE>


LIMITATION ON DIRECTOR/OFFICER LIABILITY.

As  permitted by Delaware  law,  our  certificate  of  incorporation  limits the
liability  of our  directors  for  monetary  damages for breach of a  director's
fiduciary  duty except for  liability in certain  instances.  As a result of our
charter  provision and Delaware  law,  stockholders  may have limited  rights to
recover  against  directors  for breach of  fiduciary  duty.  In  addition,  our
certificate of incorporation  provides that we shall indemnify our directors and
officers to the fullest extent permitted by law.

WE HAVE NO HISTORY OF PAYING DIVIDENDS ON OUR COMMON STOCK.

We have never paid any cash  dividends on our common stock and do not anticipate
paying any cash dividends on our common stock in the foreseeable future. We plan
to retain any future earnings to finance  growth.  If we decide to pay dividends
to the holders of our common stock,  such  dividends may not be paid on a timely
basis.

PROVISIONS OF OUR  CERTIFICATE OF  INCORPORATION  AND DELAWARE LAW COULD DEFER A
CHANGE OF OUR MANAGEMENT WHICH COULD DISCOURAGE OR DELAY OFFERS TO ACQUIRE US.

Provisions of our Certificate of Incorporation and Delaware law may make it more
difficult for someone to acquire control of us or for our stockholders to remove
existing management, and might discourage a third party from offering to acquire
us,  even if a change in control or in  management  would be  beneficial  to our
stockholders.  For example,  our Certificate of Incorporation allows us to issue
shares  of  preferred   stock  without  any  vote  or  further   action  by  our
stockholders.  Our Board has the  authority  to fix and  determine  the relative
rights and preferences of preferred  stock.  Our Board also has the authority to
issue  preferred  stock without further  stockholder  approval,  including large
blocks of preferred  stock. As a result,  our Board could authorize the issuance
of a series of preferred  stock that would grant to holders the preferred  right
to our assets upon  liquidation,  the right to receive dividend  payments before
dividends  are  distributed  to the holders of common stock and the right to the
redemption of the shares,  together with a premium,  prior to the  redemption of
our common stock.


                                      -17-
<PAGE>



                                 USE OF PROCEEDS

      The shares  which may be sold under this  prospectus  will be sold for the
respective accounts of each of the selling  stockholders.  Accordingly,  NovaDel
will not realize any proceeds  from the sale of the shares,  except that it will
derive  proceeds if all of the options  currently  outstanding are exercised for
cash.  However,  a substantial number of such options contain certain provisions
for cashless  exercise.  If exercised for cash,  such funds will be available to
NovaDel for working capital and general corporate purposes.  No assurance can be
given,  however,  as to when or if any or all of the options will be  exercised.
All expenses of the registration of the shares will be paid for by NovaDel.  See
"Selling Stockholders" and "Plan of Distribution."


                                      -18-
<PAGE>


                              SELLING STOCKHOLDERS

      The following  table sets forth the name and  relationship  to NovaDel and
its affiliates  (within the past three years) of each selling  stockholder,  the
number of shares of common  stock which each  selling  stockholder  (1) owned of
record  before the  offering;  (2) may  acquire  pursuant  to the  exercise of a
previously  granted  option or options which  hereafter may be granted under the
Plans, all of which shares may be sold pursuant to this prospectus;  and (3) the
amount  of  common  stock to be owned by each  selling  stockholder  and (if one
percent  or more) the  percentage  of the class to be owned by such  stockholder
assuming the grant of the maximum number of shares issuable under the Plans, the
exercise  of all  options  granted  under the Plans,  and the sale of all shares
acquired upon exercise of such options.

      The information contained in this table reflects "beneficial" ownership of
common stock within the meaning of Rule 13d-3 under the Exchange Act. As of June
9,  2004,  the  Company  had  32,943,699  shares  of common  stock  outstanding.
Beneficial ownership information reflected in the table includes shares issuable
upon the exercise of outstanding options/warrants issued by the Company at their
initial exercise prices.

<TABLE>
<CAPTION>

Name and Relationship to the       Amount of Common Stock       Amount       Amount of Common Stock and
Company Within the Past Three     Beneficially Owned As of      Offered       Percentage of Class to be
Years                                  June 9, 2004             Hereby        Owned After the Offering
<S>                                       <C>                 <C>                <C>

Harry A. Dugger                       2,154,003(1)              420,000(2)       1,734,003 (5.18%)
Founder, Officer
Former Chairman

Gary A. Shangold                      1,125,000(3)            1,125,000                  0
CEO/President,
Director

Robert F. Schaul                        324,286(4)              240,000(5)          84,286 (*)
Officer, Director

Mohammed Abd El-Shafy                   250,000(6)              250,000                  0
Officer

Jean W. Frydman                         100,000(7)              100,000                  0
Officer

William F. Hamilton                     150,000(8)              150,000                  0
Director

Lawrence J. Kessel                      176,265(9)              150,000(10)         26,265 (*)
Director

Barry Cohen                            150,000(11)              150,000                  0
Officer

Mark H. Rachesky                       150,000(12)              150,000                  0
Director

Charles Nemeroff                       150,000(13)              150,000                  0
Director

Robert G. Savage                       150,000(14)              150,000                  0
Director
</TABLE>


                                      -19-


<PAGE>


<TABLE>
<CAPTION>
Name and Relationship to the       Amount of Common Stock       Amount       Amount of Common Stock and
Company Within the Past Three     Beneficially Owned As of      Offered       Percentage of Class to be
Years                                  June 9, 2004             Hereby        Owned After the Offering
<S>                                       <C>                 <C>                <C>
D. Cox                                       4,371(15)            4,371                  0
Former Employee

Robert Galler Consultant,                1,050,000(16)        1,050,000                  0
Former Officer

Bernadine Wrubel Former                     29,689(17)           29,689                  0
Employee
</TABLE>


(*) Less than 1%.

(1)  Represents  852,003  shares of common  stock;  options to purchase  200,000
shares of common  stock  (exercisable  at $.70 per share)  issued under the 1992
stock plan which expire in November 2006;  options to purchase  50,000 shares of
common  stock  (exercisable  at $.70 per share)  under the 1997 stock plan which
expire in November  2006;  options to purchase  300,000  shares of common  stock
issued  outside of the 1998 Plan  (exercisable  at $1.84 per share) which expire
November 2007;  166,000 shares owned by his daughter  Christina Dugger;  166,000
shares owned by his son Andrew Dugger;  and the options  described in footnote 2
below.

(2) Represents options to purchase 95,000 shares of common stock (exercisable at
$.70 per  share)  issued  under the 1998 Plan  which  expire in  November  2006;
options to purchase  200,000  shares of common stock issued  outside of the 1998
Plan  (exercisable  at $1.30 per share) which expire  October  2007;  options to
purchase  75,000 shares of common stock  (exercisable at $1.30 per share) issued
under the 1998 Stock  Option  Plan,  which expire in October 2007 and options to
purchase  50,000 shares of common stock issued under the 1998 Plan  (exercisable
at $1.82 per share) which expire in February 2009.

(3)  Represents  1,000,000  options issued outside of the 1998 Plan, in December
2002 (exercisable at $1.93 per share) which expire in December 2007; and options
to  purchase  125,000  shares  of  common  stock  issued  under  the  1998  Plan
(exercisable at $1.82 per share) which expire in February 2009.

(4) Represents 39,286 shares of common stock;  20,000 options,  issued under the
1992 stock plan,  to  purchase  common  stock at an  exercise  price of $.63 per
share,  expiring in July, 2006; 25,000 options issued under the 1997 stock plan,
to purchase  common  stock at an exercise  price of $.63 per share,  expiring in
March 2008; and the options described in footnote 5 below.

(5) Represents  10,000  options  issued under the 1998 Plan, to purchase  common
stock at an exercise price of $.63 per share, expiring in September 2009; 95,000
options  issued  under the 1998 Plan,  to purchase  common  stock at an exercise
price of $.63 per share,  expiring in January 2010;  75,000 options issued under
the 1998 Plan, to purchase common stock at an exercise price of $2.69 per share,
expiring in February 2012; 10,000 options issued under the 1998 Plan to purchase
common stock at an exercise price of $1.51 per share, expiring in March 2008 and
50,000 options  issued  outside of the 1998 Plan to purchase  common stock at an
exercise price of $1.95 per share expiring in April 2009.

(6)  Represents  options  issued  outside of the 1998 Plan to  purchase  150,000
shares of common stock at an exercise  price of $3.02 per share  expiring in May
2012;  50,000 options issued under the 1998 Plan to purchase  common stock at an
exercise  price of $1.51 per share,  expiring in March 2008;  and 50,000 options
issued  under the 1998 Plan to purchase  common  stock at an  exercise  price of
$1.65 per share, expiring in February 2009.

(7) Represents  100,000  options issued outside the 1998 Plan to purchase shares
of common  stock at an exercise  price of $1.98 per share,  which  expire in May
2014.

(8) Represents  100,000 options issued outside of the 1998 Plan,  exercisable at
$1.51 per share which expire in March 2008 and 50,000  options issued outside of
the 1998 Plan, exercisable at $1.95 per share which expire in April 2009.

(9) Represents 20,204 shares of common stock;  warrants to purchase 6,061 shares
of common stock at an exercise  price of $1.40 per share which expire in January
2009; and the options described in footnote 10 below.

(10) Represents  100,000 options issued outside of the 1998 Plan  exercisable at
$1.51 per share which expire in March 2008 and 50,000  options issued outside of
the 1998 Plan exercisable at $1.95 per share which expire in April 2009.


                                      -20-
<PAGE>


(11)  Represents  75,000 options issued under the 1998 Plan, to purchase  common
stock at an exercise  price of $1.65 per share which expire in February 2009 and
75,000  options  issued  under  the 1998  Plan to  purchase  common  stock at an
exercise price of $2.04 per share, which expire in May 2013.

(12)  Represents  100,000  options  issued  outside of the 1998 Plan to purchase
shares of common stock at an exercise price of $2.15 per share,  which expire in
June 2008 and 50,000  options  issued  outside of the 1998 Plan  exercisable  at
$1.95 per share which expire in April 2009.

(13)  Represents  100,000  options  issued  outside of the 1998 Plan to purchase
shares of common stock at an exercise price of $1.85 per share,  which expire in
February 2009 and 50,000 options issued outside of the 1998 Plan  exercisable at
$1.95 per share which expire in April 2009.

(14)  Represents  100,000  options  issued  outside of the 1998 Plan to purchase
shares of common stock at an exercise price of $1.65 per share,  which expire in
September 2008 and 50,000 options issued outside of the 1998 Plan exercisable at
$1.95 per share which expire in April 2009.

(15)  Represents  shares of common stock acquired upon exercise of stock options
issued under the 1998 Plan.

(16)  Represents  1,050,000  options issued outside of the 1998 Plan to purchase
shares of common  stock at an  exercise  price of $0.75  per share  expiring  in
December 2011.

(17)  Represents  shares of common stock acquired upon exercise of stock options
issued under the 1998 Plan.


                                      -21-
<PAGE>



                              PLAN OF DISTRIBUTION

In this section of the prospectus,  the term "selling security holder" means and
includes:  (1)  the  persons  identified  in the  tables  above  as the  Selling
Stockholders; and (2) any of their donees, pledgees,  distributees,  transferees
or other  successors  in  interest  who may (a) receive any of the shares of our
common stock offered  hereby after the date of this  prospectus and (b) offer or
sell those shares hereunder.

The shares of our common stock offered by this  prospectus may be sold from time
to time directly by the selling  security  holders.  Alternatively,  the selling
security  holders may from time to time offer such shares through  underwriters,
brokers,  dealers, agents or other intermediaries.  The selling security holders
as of  the  date  of  this  prospectus  have  advised  us  that  there  were  no
underwriting  or  distribution  arrangements  entered  into with  respect to the
common stock offered hereby. The distribution of the common stock by the selling
security  holders may be  effected:  in one or more  transactions  that may take
place on the AMEX (including one or more block  transaction)  through  customary
brokerage  channels,  either  through  brokers  acting as agents for the selling
security holders,  or through market makers,  dealers or underwriters  acting as
principals  who may resell  these  shares on the AMEX;  in  privately-negotiated
sales; by a combination of such methods;  or by other means.  These transactions
may be  effected  at market  prices  prevailing  at the time of sale,  at prices
related to such prevailing  market prices or at other negotiated  prices.  Usual
and customary or  specifically  negotiated  brokerage fees or commissions may be
paid by the  selling  security  holders in  connection  with sales of our common
stock.

The  selling  security  holders  may  enter  into  hedging   transactions   with
broker-dealers in connection with  distributions of the shares or otherwise.  In
such transactions, broker-dealers may engage in short sales of the shares of our
common stock in the course of hedging the positions they assume with the selling
security  holders.  The selling  security holders also may sell shares short and
redeliver  the shares to close out such short  positions.  The selling  security
holders may enter into option or other  transactions with  broker-dealers  which
require the delivery to the  broker-dealer  of shares of our common  stock.  The
broker-dealer may then resell or otherwise  transfer such shares of common stock
pursuant to this prospectus.

The selling  security holders also may lend or pledge shares of our common stock
to a  broker-dealer.  The  broker-dealer  may sell the shares of common stock so
lent, or upon a default the  broker-dealer may sell the pledged shares of common
stock pursuant to this  prospectus.  Any securities  covered by this  prospectus
which  qualify  for sale  pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this  prospectus.  The selling security holders have advised us
that they have not entered into any agreements,  understandings  or arrangements
with any underwriters or broker-dealers  regarding the sale of their securities.
There is no underwriter  or  coordinating  broker acting in connection  with the
proposed sale of shares of common stock the selling security holders.

Although the shares of common stock covered by this prospectus are not currently
being underwritten, the selling security holders or their underwriters, brokers,
dealers or other agents or other  intermediaries,  if any, that may  participate
with the selling  security  holders in any  offering or  distribution  of common
stock may be deemed "underwriters" within the meaning of the Act and any profits
realized or commissions received by them may be deemed underwriting compensation
thereunder.

Under  applicable  rules and  regulations  under the  Exchange  Act,  any person
engaged in a  distribution  of shares of the common stock offered hereby may not
simultaneously  engage in market  making  activities  with respect to the common
stock for a period of up to five days preceding such  distribution.  The selling
security  holders will be subject to the  applicable  provisions of the Exchange
Act and the rules and  regulations  promulgated  thereunder,  including  without
limitation  Regulation M, which provisions may limit the timing of purchases and
sales by the selling security holders.

In  order  to  comply  with  certain  state  securities  or blue  sky  laws  and
regulations, if applicable, the common stock offered hereby will be sold in such
jurisdictions only through registered or licensed brokers or dealers. In certain
states, the common stock may not be sold unless they are registered or qualified
for  sale  in  such  state,   or  unless  an  exemption  from   registration  or
qualification is available and is obtained.


                                      -22-
<PAGE>


We will bear all costs, expenses and fees in connection with the registration of
the common stock offered hereby. However, the selling security holders will bear
any brokerage or underwriting  commissions and similar selling expenses, if any,
attributable to the sale of the shares of common stock offered  pursuant to this
prospectus.

We have agreed to  indemnify  certain of the selling  security  holders  against
certain  liabilities,  including  liabilities under the Act, or to contribute to
payments  to which any of those  security  holders  may be  required  to make in
respect thereof.

There can be no assurance that the selling  securityholders will sell any or all
of the securities offered by them hereby.

                                  LEGAL MATTERS

        The  legality of the common  stock to be offered  hereby has been passed
upon for NovaDel by Ellenoff Grossman & Schole LLP.

                                     EXPERTS

        The balance  sheet of NovaDel as of July 31, 2003 and the  statements of
operations,  changes in capital  deficiency and cash flows for each of the years
in the  two-year  period ended July 31, 2003  incorporated  by reference in this
registration statement have been audited by Wiss & Company, LLP. These financial
statements  have been  incorporated  herein by  reference  in reliance  upon the
report of Wiss & Company, LLP, and upon their authority as experts in accounting
and auditing.


                                      -23-
<PAGE>


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

NO PERSON  HAS BEEN  AUTHORIZED  TO GIVE
ANY   INFORMATION   OR   TO   MAKE   ANY
REPRESENTATIONS,    OTHER   THAN   THOSE
CONTAINED   IN   THIS   PROSPECTUS,   IN
CONNECTION   WITH  THE   OFFERING   MADE
HEREBY,  AND,  IF GIVEN  OR  MADE,  SUCH           6,950,000  SHARES
INFORMATION OR  REPRESENTATION  MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED          NOVADEL PHARMA INC.
BY  THE  COMPANY  OR ANY  OTHER  PERSON.
NEITHER THE DELIVERY OF THIS  PROSPECTUS             COMMON STOCK
NOR ANY SALE MADE HEREUNDER  SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT  THERE  HAS BEEN NO  CHANGE  IN THE
AFFAIRS  OF THE  COMPANY  SINCE THE DATE
HEREOF.   THIS   PROSPECTUS   DOES   NOT
CONSTITUTE   AN   OFFER  TO  SELL  OR  A
SOLICITATION  OF AN  OFFER  TO  BUY  ANY
SECURITIES  OFFERED  HEREBY BY ANYONE IN
ANY  JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION  IS  NOT  AUTHORIZED  OR IN
WHICH THE  PERSON  MAKING  SUCH OFFER OR
SOLICITATION  IS NOT  QUALIFIED TO DO SO
OR TO ANY PERSON TO WHOM IT IS  UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.

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

     ----------------------------             ----------------------------
           TABLE OF CONTENTS                       P R O S P E C T U S
     ----------------------------             ----------------------------

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

-----------------------------------------
Prospectus Summary .....................1
-----------------------------------------
Where You Can Find More Information ....2
-----------------------------------------
Documents Incorporated By Reference ....3
-----------------------------------------
The Company ............................4
-----------------------------------------
Forward Looking Statements .............5
-----------------------------------------
Risk Factors ...........................6            JUNE 18, 2004
-----------------------------------------
Use of Proceeds .......................18
-----------------------------------------
Selling Stockholders ..................19
-----------------------------------------
Plan of Distribution ..................22
-----------------------------------------
Legal Matters .........................23
-----------------------------------------
Experts ...............................23
-----------------------------------------
--------------------------------------------------------------------------------


                                      -24-
<PAGE>


                                     PART II
                                     -------

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3  INCORPORATION OF DOCUMENTS BY REFERENCE

        Included in Part I of this registration statement.

ITEM 4  DESCRIPTION OF SECURITIES

      The  description  of  the  common  stock  contained  in  our  Registration
Statement  (File No.  333-112852)  on Form SB-2/A filed with the  Commission  on
March 25, 2004 and  declared  effective by the  Commission  on March 29, 2004 is
hereby incorporated by reference.

ITEM 5  INTERESTS OF NAMED EXPERTS AND COUNSEL

        N/A

ITEM 6  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law (the "GCL") empowers a
corporation  to indemnify its  directors and officers and to purchase  insurance
with  respect to  liability  arising out of the  performance  of their duties as
directors  and  officers.  The GCL  provides  further  that the  indemnification
permitted  thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's  by-laws, any
agreement, vote of stockholders or otherwise.

      Article Ninth of our Certificate of Incorporation  eliminates the personal
liability  of directors  to the fullest  extent  permitted by Section 102 of the
GCL.  Article Tenth  provides for  indemnification  of all persons whom we shall
have the power to indemnify pursuant to Section 145 of the GCL.

      The effect of the foregoing is to require NovaDel to the extent  permitted
by law to indemnify  the officers and directors of NovaDel for any claim arising
against such persons in their  official  capacities if such person acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best  interests  of  NovaDel,  and,  with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe his conduct was unlawful. Insofar
as  indemnification  for  liabilities  arising under the Act may be permitted to
directors,  officers or persons  controlling  NovaDel  pursuant to the foregoing
provisions,  we have been informed that in the opinion of the  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.  We currently have liability insurance coverage for our
officers and directors.

      In addition to such other  rights of  indemnification  as they may have as
directors or as members of the committee  (the  "Committee")  administering  our
1998 Stock Option Plan (the "Plan"),  under the terms of the Plan the members of
the Committee shall be indemnified by NovaDel  against the reasonable  expenses,
including  attorney's fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding,  or in connection with any appeal
therein,  to which  they or any of them may be a party by reason  of any  action
taken or  failure  to act under or in  connection  with the Plans or any  option
granted  thereunder,  and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent  legal counsel  selected by
NovaDel) or paid by them in satisfaction of a judgment in any such action,  suit
or proceeding, except in relation to matters as to which it shall be adjudged in
such action,  suit or proceeding that such Board member is liable for negligence
or misconduct in the performance of his duties.


                                      II-1
<PAGE>


      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors,  officers or persons controlling NovaDel pursuant to the
foregoing  provisions,  NovaDel  has been  informed  that in the  opinion of the
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

ITEM 7  EXEMPTION FROM REGISTRATION CLAIMED

      All shares of common  stock  registered  hereunder  for reoffer or resale,
have been or will be issued  upon  exercise of options  granted  pursuant to the
Registrant's 1998 Stock Option Plan, and its Non-Plan Executive,  Consultant and
Director  Options.  The options are  non-transferable  and the underlying shares
were and will be issued in transactions  not involving a public  offering.  Upon
exercise of an option, the optionee is required to execute an undertaking not to
resell such shares  except  pursuant to an effective  registration  statement or
other  exemption  under  the  Act,  a  restrictive   legend  is  placed  on  the
certificates  for the shares of common stock  purchased  and transfer  stops are
placed  against such  certificates.  Such shares may only be reoffered  and sold
pursuant to  registration  under the Act or pursuant to an applicable  exemption
under  the  Act.  As a  result,  such  offers  and  sales  are  exempt  from the
registration  requirements of the Act pursuant to the provisions of Section 4(2)
of the Act.

ITEM 8  EXHIBITS

NUMBER     DESCRIPTION

4.1        Registrant's 1998 Stock Option Plan, as
           amended to date
4.2        Form of Stock Option Agreement for 1998
           Stock Option Plan
4.3        Form of Non-Plan Stock Option Agreement
5.1        Opinion of Ellenoff Grossman & Schole LLP
23.1       Consent of Wiss & Company, LLP
23.2       Consent of Ellenoff Grossman & Schole
           LLP (included in Exhibit 5.1)

ITEM 9:  UNDERTAKINGS

      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  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.

      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-2
<PAGE>


                                   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-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Flemington, New Jersey, on June 18, 2004.

                               NOVADEL PHARMA INC.

                               By: /s/ Gary A. Shangold
                                   ---------------------------------------------
                               Name: Gary A. Shangold, M.D.
                               Title: President and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the dates indicated.

NAME                                  TITLE                            DATE

/s/ Gary A. Shangold            President, Chief Executive       June 18, 2004
-----------------------------   Officer (Principal Executive
Gary A. Shangold, M.D.          Officer) and Director


/s/ Donald J. Deitman           Chief Financial Officer          June 18, 2004
-----------------------------   (Principal Financial Officer)
Donald J. Deitman

/s/ Robert F. Schaul            Secretary and Director           June 18, 2004
-----------------------------
Robert F. Schaul

/s/ William F. Hamilton         Director                         June 18, 2004
-----------------------------
William F. Hamilton

/s/ Lawrence J. Kessel          Director                         June 18, 2004
-----------------------------
Lawrence J. Kessel

/s/ Charles Nemeroff            Director                         June 18, 2004
-----------------------------
Charles Nemeroff, M.D., Ph.D.

/s/ Robert G. Savage            Director                         June 18, 2004
-----------------------------
Robert G. Savage


                                      II-3
<PAGE>


                                  EXHIBIT INDEX


NUMBER    DESCRIPTION

4.1       Registrant's 1998 Stock Option Plan, as amended
          to date
4.2       Form of Stock Option Agreement for 1998 Stock
          Option Plan
4.3       Form of Non-Plan Stock Option Agreement
5.1       Opinion of Ellenoff Grossman & Schole LLP
23.1      Consent of Wiss & Company, LLP
23.2      Consent of Ellenoff Grossman & Schole LLP
          (included in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "filename": "v04080_s8.txt", "secsgml_size_bytes": 106374}]
{"company-data": {"conformed-name": "NOVADEL PHARMA INC", "cik": "0001043873", "assigned-sic": "2834", "irs-number": "222407152", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116665", "film-number": "04871311"}, "business-address": {"street1": "31 STATE HIGHWAY 12", "city": "FLEMINGTON", "state": "NJ", "zip": "08822", "phone": "908-782-3431"}, "mail-address": {"street1": "31 STATE HIGHWAY 12", "city": "FLEMINGTON", "state": "NJ", "zip": "08822"}, "former-company": {"former-conformed-name": "FLEMINGTON PHARMACEUTICAL CORP", "date-changed": "19970807"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 2004

                                                   REGISTRATION NO. 333-

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               NOVADEL PHARMA INC.
                               -------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                      22-2407152
           --------                                      ----------
(STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

               25 MINNEAKONING ROAD, FLEMINGTON, NEW JERSEY 08822
               --------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                   NOVADEL PHARMA INC. 1998 STOCK OPTION PLAN
             AND NON-PLAN EXECUTIVE, DIRECTOR AND CONSULTANT OPTIONS
             -------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

   GARY A. SHANGOLD, M.D., 25 MINNEAKONING ROAD, FLEMINGTON, NEW JERSEY 08822
   --------------------------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (908) 782-3431
                                 --------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of        Amount to be   Proposed     Proposed          Amount of
securities to   registered (1) maximum      maximum           Registration Fee
be registered                  offering     aggregate
                               price per    offering price
                               share(2)

-------------------------------------------------------------------------------
Common Stock       6,950,000   $1.96        $13,622,000         $1,725.91
$.001 par value
================================================================================
(1) The aggregate amount of securities  registered hereunder is 6,950,000 shares
of common  stock  issued in  connection  with,  or issuable  upon  exercise  of,
non-plan stock options held by executives and other  employees,  consultants and
directors, and options which were, or may be, granted pursuant to our 1998 Stock
Option Plan.  Pursuant to Rule 416 promulgated under the Securities Act of 1933,
as amended,  this registration  statement covers such  indeterminate  additional
shares of common  stock to be offered or issued to prevent  dilution as a result
of future stock splits, stock dividends or other similar transactions.

 (2) The fee with  respect  to these  shares  has been  calculated  pursuant  to
paragraphs  (h) and (c) of Rule 457 upon the basis of $1.96,  the average of the
high and low prices for our common  stock on June 15,  2004,  a date within five
(5) business days prior to the date of filing of this registration statement, as
reported by the American Stock Exchange LLC.

                                EXPLANATORY NOTE

      This Registration  Statement contains two parts. The first part contains a
"Reoffer   Prospectus,"   which  has  been  prepared  in  accordance   with  the
requirements  of Part I of Form S-3 (as  required by Section C.1. of the General
Instructions to Form S-8). The Reoffer  Prospectus will be used for reoffers and
resales by affiliates of NovaDel  Pharma Inc.  (the  "Registrant")  of shares of
common stock of the  Registrant  to be issued upon  exercise of options  granted
pursuant to the  Registrant's  1998 stock  option plan and  non-plan  executive,
director and  consultant  options,  and by  non-affiliates  of the Registrant of
shares of common stock previously  issued to them upon exercise of options . The
second part contains information required in the registration statement pursuant
to Part II of Form S-8. Pursuant to the introductory note to Part I of Form S-8,
the plan information,  which  constitutes part of the "Plan  Prospectus," is not
being filed with the Securities and Exchange Commission.
PROSPECTUS

                               NOVADEL PHARMA INC.

                               6,950,000 Shares of

                                  Common Stock

                                  _____________

NovaDel Pharma Inc. 1998 Stock Option Plan and Non-plan Executive,  Director and
Consultant Options

      This prospectus is being used in connection with the offering from time to
time by certain  selling  stockholders  of our  company or their  successors  in
interest of shares of the common stock which have been issued  under,  or may be
acquired upon the exercise of, stock  options  pursuant to our 1998 Stock Option
Plan and Non-plan Executive, Director and Consultant Options (collectively,  the
"Plans").

      The common stock may be sold from time to time by the selling stockholders
or by their pledgees,  donees, transferees or other successors in interest. Such
sales may be made in the  over-the-counter  market or otherwise at prices and at
terms then  prevailing or at prices related to the then current market price, or
in negotiated  transactions.  The common stock may be sold by one or more of the
following:  (a)  block  trades in which the  broker  or dealer so  engaged  will
attempt to sell the shares as agent but may position and resell  portions of the
block as principal to facilitate the  transaction;  (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchases. In effecting sales, brokers or dealers engaged by
the  selling   stockholders   may  arrange  for  other  brokers  or  dealers  to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
selling stockholders in amounts to be negotiated  immediately prior to the sale.
Such  brokers or dealers and any other  participating  brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales.  In addition,  any securities
covered by this  prospectus  which  qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus. We will not receive
any of the  proceeds  from the sale of these  shares,  although we have paid the
expenses of preparing this prospectus and the related registration statement.

      The closing  sales price of our common  stock on June 15, 2004 as reported
by the American Stock Exchange LLC ("AMEX") was $1.98.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

             _____________________________________________________

                  The date of this Prospectus is June 18, 2004.
TABLE OF CONTENTS

--------------------------------------------------------------------------------
PROSPECTUS SUMMARY.....................................................1
WHERE YOU CAN FIND MORE INFORMATION....................................2
DOCUMENTS INCORPORATED BY REFERENCE....................................3
THE COMPANY............................................................4
FORWARD LOOKING STATEMENTS.............................................5
RISK FACTORS...........................................................6
USE OF PROCEEDS.......................................................18
SELLING STOCKHOLDERS..................................................19
PLAN OF DISTRIBUTION..................................................22
LEGAL MATTERS.........................................................23
EXPERTS...............................................................23

NO  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE  ANY  INFORMATION  OR  TO  MAKE  ANY
REPRESENTATIONS,  OTHER THAN THOSE CONTAINED IN THIS  PROSPECTUS,  IN CONNECTION
WITH THE  OFFERING  MADE  HEREBY,  AND, IF GIVEN OR MADE,  SUCH  INFORMATION  OR
REPRESENTATION  MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OTHER PERSON.  NEITHER THE DELIVERY OF THIS  PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY  CIRCUMSTANCES  CREATE ANY IMPLICATION  THAT THERE HAS
BEEN NO  CHANGE IN THE  AFFAIRS  OF THE  COMPANY  SINCE  THE DATE  HEREOF.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES  OFFERED HEREBY BY ANYONE IN ANY  JURISDICTION  IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR  SOLICITATION  IS NOT  QUALIFIED  TO DO SO OR TO ANY  PERSON  TO  WHOM  IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                                       ii
PROSPECTUS SUMMARY

        The following  summary contains basic  information  about Novadel Pharma
Inc.  and this  prospectus.  It may not contain all of the  information  that is
important to you. For a more  complete  understanding,  we encourage you to read
the entire  prospectus  and the documents  incorporated  by reference  into this
prospectus. In this prospectus,  the words "Novadel," "Company," "we," "our" and
"us" refer to Novadel Pharma Inc.

Common  Stock   outstanding                   32,943,699 Shares (1)
before the offering

Common  Stock   outstanding                   34,060 Shares
which   may   be    offered
pursuant to this prospectus

Common Stock  issuable upon                   6,915,940 Shares
exercise   of   outstanding
options    which   may   be
offered  pursuant  to  this
prospectus

AMEX   Symbol   for  Common                   "NVD"
Stock

Use of Proceeds                               We  will  not   receive  any
                                              proceeds  from the  sales of
                                              these   shares.    We   will
                                              receive   proceeds   to  the
                                              extent    that     currently
                                              outstanding    options   are
                                              exercised   for   cash.   We
                                              will   use   the    exercise
                                              proceeds,    if   any,   for
                                              working  capital and general
                                              corporate purposes.

Risk Factors                                  There are  risks  associated
                                              with  an  investment  in the
                                              common   stock   offered  by
                                              this     prospectus.     You
                                              should  carefully   consider
                                              the risk  factors  described
                                              in  this  prospectus  in the
                                              "Risk    Factors"    section
                                              before  making a decision to
                                              invest.

(1) As of June 9, 2004.  Does not include  shares of common stock  issuable upon
exercise of options or warrants.

                                      -1-
WHERE YOU CAN FIND MORE INFORMATION

        We file annual,  quarterly and current  reports,  proxy  statements  and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and copy,  upon payment of a fee set by the SEC, any documents  that we
file  with the SEC as its  public  reference  room at 450  Fifth  Street,  N.W.,
Washington,  D.C.  You  may  also  call  the  SEC  at  1-800-432-0330  for  more
information on the public reference rooms. Our filings are also available to the
public on the  Internet  through  the SEC's EDGAR  database.  You may access the
EDGAR database at the SEC's website at www.sec.gov.

        This  prospectus is part of  registration  statement on Form S-8 that we
have filed with the SEC to register  the common stock  offered  hereby under the
Act. As  permitted  by SEC rules,  this  prospectus  does not contain all of the
information  contained in the registration  statement and accompanying  exhibits
and  schedules  that we file  with the SEC.  You may  refer to the  registration
statement,  the exhibits and  schedules  for more  information  about us and our
common stock. The registration  statement,  exhibits and schedules are available
at the  SEC's  public  reference  rooms or  through  its EDGAR  database  on the
Internet.

        You should rely only on the information  contained in this prospectus or
any supplement to this prospectus.  We have not authorized anyone to provide you
with different information.

      Our common stock is quoted on the AMEX under the symbol "NVD."

                                      -2-
DOCUMENTS INCORPORATED BY REFERENCE

      The following  documents filed with the SEC (File No. 000-23399)  pursuant
to the Securities  Exchange Act of 1934, as amended,  (the  "Exchange  Act") are
incorporated herein by reference:

      1.    The  description of the common stock  contained in our  Registration
            Statement (File No. 333-112852) on Form SB-2/A filed with the SEC on
            March 25, 2004.

      2.    Annual  Report on Form  10-KSB  for the  fiscal  year ended July 31,
            2003, as amended.

      3.    Quarterly  Report on Form  10-QSB for the period  ended  October 31,
            2003.

      4.    Quarterly  Report on Form  10-QSB for the period  ended  January 31,
            2004.

      5.    Quarterly Report on Form 10-QSB for the period ended April 30, 2004.

      6.    Definitive  Proxy  Statement  on Schedule 14A dated March 5, 2004 in
            connection with our annual meeting of stockholders held on April 19,
            2004.

      7.    Current  Reports on Form 8-K filed on  December 3 and  December  30,
            2003 and on January 6, January 12 and May 11, 2004.

      All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering
shall be deemed to be  incorporated  by reference in this prospectus and to be a
part of this prospectus from the date of filing thereof.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this  prospectus 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 part of this prospectus.

      We will provide  without charge to each person to whom this  prospectus is
delivered,  upon written or oral request of that person, a copy of all documents
incorporated  by  reference  into  the  registration  statement  of  which  this
prospectus  is a part,  other than  exhibits  to those  documents  (unless  such
exhibits  are  specifically  incorporated  by  reference  into such  documents).
Requests for such documents should be directed to Jean W. Frydman, Esq., General
Counsel,  NovaDel Pharma Inc., 25  Minneakoning  Road,  Flemington,  New Jersey,
08822, telephone: (908) 782-3431.

                                      -3-
THE COMPANY

      We are  engaged in the  development  of novel  application  drug  delivery
systems for presently marketed prescription and over-the-counter  ("OTC") drugs.
Our patented and  patent-pending  delivery  systems are lingual sprays  enabling
drug  absorption  through  the oral  mucosa and more rapid  absorption  into the
bloodstream  than presently  available oral delivery  systems.  Our proprietary,
novel  delivery  system is designed  to provide  patients  with the  therapeutic
effects of a given drug  within  minutes of such  drug's  administration  to the
patient  thereby  enhancing and greatly  accelerating  the onset of the intended
therapeutic  benefits of the drug.  Our  development  efforts for our novel drug
delivery  system  are  concentrated  on making it  available  for drugs that are
already  available and proven in the marketplace.  In addition to increasing the
bioavailability of a drug by avoiding  metabolism by the liver before entry into
the bloodstream, we believe that our proprietary drug delivery system offers the
following  significant  advantages:  (i)  more  rapid  delivery  of drugs to the
bloodstream  allowing  for  quicker  onset of  therapeutic  effects  compared to
conventional  oral dosage forms;  (ii) improved drug safety  profile by reducing
the  required  dosage,  including  possible  reduction  of  side-effects;  (iii)
improved dosage reliability; (iv) allowing medication to be taken without water;
and (v) improved patient convenience and compliance.

      In light of the material expense and delays associated with  independently
developing  and  obtaining  approval of  pharmaceutical  products,  we intend to
develop   drug   products   through   collaborative   arrangements   with  major
pharmaceutical  companies,  such pharmaceutical  companies providing the funding
for the development of specified drug products.  To date, other than our license
agreement with Manhattan Pharmaceuticals,  Inc., in connection with propofol, we
have  not  entered  into  any  material   development   arrangements   with  any
pharmaceutical  companies.  The lack of any such  arrangements  and our  limited
revenues  and low  level of  working  capital  has  restricted  our  ability  to
aggressively   pursue  our  product  development   strategy.   We  will  require
significant  additional financing and/or a strategic alliance with a well-funded
development partner to undertake and maintain our business plan.

      At our  inception in 1982, we engaged in the business of consulting to the
pharmaceutical  industry,  focusing on product development activities of various
European  pharmaceutical  companies.  Since  1992,  we have used our  consulting
revenues  and the  funds  generated  from  financings  to fund  our own  product
development  activities.  Our  focus  on  developing  our own  products  evolved
naturally out of our  consulting  experience  on behalf of other  pharmaceutical
companies.  Substantially  all of our revenues  previously were derived from our
consulting activities.  Effective October 1, 2002, we changed our corporate name
from Flemington Pharmaceutical  Corporation to NovaDel Pharma Inc. Our principal
business address is 25 Minneakoning Road, Flemington, New Jersey, 08822, and our
telephone number is (908) 782-3431.

                                      -4-
FORWARD LOOKING STATEMENTS

      The  statements  set  forth  in this  prospectus,  including  under  "Risk
Factors," and those  incorporated by reference herein,  which are not historical
constitute "Forward Looking Statements" within the meaning of Section 27A of the
Act and Section 21E of the Exchange  Act,  including  statements  regarding  the
expectations, beliefs, intentions or strategies for the future. These statements
can be identified by the use of forward-looking  terminology such as "believes,"
"expects," "may," "will," "should,"  "plans," "future,"  "intends,"  "continue,"
"estimate" or  "anticipates"  or the negatives or variations of these terms, and
other comparable terminology.  We intend that all forward-looking  statements be
subject to the  safe-harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995.  These  forward-looking  statements are only predictions and
reflect our views as of the date they are made with respect to future events and
financial performance.  Forward-looking statements are subject to many risks and
uncertainties which could cause our actual results to differ materially from any
future results expressed or implied by the forward-looking statements.

      Examples of the risks and uncertainties  include,  but are not limited to:
the inherent risks and  uncertainties in developing  products of the type we are
developing;  possible  changes in our financial  condition;  the progress of our
research and  development;  clinical  trials require  adequate  supplies of drug
substance and drug product, which may be difficult or uneconomical to procure or
manufacture;  timely  obtaining  sufficient  patient  enrollment in our clinical
trials; the impact of development of competing  therapies and/or technologies by
other companies; our ability to obtain additional required financing to fund our
research  programs;  our ability to enter into agreements with collaborators and
the failure of  collaborators  to perform  under their  agreements  with us; the
progress of the FDA  approvals  in  connection  with the conduct of our clinical
trials and the marketing of our products;  the additional costs and delays which
may result from requirements imposed by the FDA in connection with obtaining the
required approvals.

      Except to the  extent  required  by  applicable  laws or rules,  we do not
undertake   any   obligation   or  duty  to   publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

                                      -5-
RISK FACTORS

One  should  carefully  consider  the  following  risk  factors  and  all  other
information  contained in this prospectus  before investing in our common stock.
Investing  in our  common  stock  involves  a high  degree  of risk.  Any of the
following  risks  could  adversely  affect our  business,  financial  condition,
results of operations,  performance,  achievements and industry and could result
in a complete loss of one's investment.  The risks and  uncertainties  described
below are not the only ones we may face. See also "Forward Looking Statements."

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A LIMITED OPERATING HISTORY AND HAVE
NOT GENERATED ANY REVENUES FROM THE SALE OF PRODUCTS TO DATE.

We are a developmental  stage  biopharmaceutical  company.  Therefore,  you must
evaluate  us in light of the  uncertainties  and  complexities  present  in such
companies.  We have not  generated any revenue from the  commercial  sale of our
proposed  products and do not expect to receive such revenue in the near future.
We have no material  licensing or royalty  revenue or products  ready for use or
licensing in the marketplace. This limited history may not be adequate to enable
one to fully  assess our  ability  to  develop  our  technologies  and  proposed
products,  obtain FDA approval  and achieve  market  acceptance  of our proposed
products  and  respond  to  competition.  We  cannot  be  certain  as to when to
anticipate  commercializing  and  marketing  any of  our  proposed  products  in
development,  if at all, and do not expect to generate  sufficient revenues from
proposed  product  sales to cover our expenses or achieve  profitability  in the
near future.

We  had  an  accumulated   deficit  as  of  April  30,  2004,  of  approximately
$20,499,000.  We  incurred  operating  losses in each of our last  eight  fiscal
years,  including  a net loss of  approximately  $5,815,000  for the fiscal year
ended July 31, 2003 and  $4,871,000  for the nine months  ended April 30,  2004.
Because we increased our product development  activities,  we anticipate that we
will incur substantial  operating expenses in connection with continued research
and development, clinical trials, testing and approval of our proposed products,
and expect these expenses will result in continuing  and,  perhaps,  significant
operating  losses until such time, if ever, that we are able to achieve adequate
product sales levels. Our ability to generate revenue and achieve  profitability
depends upon our ability,  alone or with others,  to complete the development of
our proposed products, obtain the required regulatory approvals and manufacture,
market and sell our proposed products.

WE WILL REQUIRE  SIGNIFICANT  CAPITAL  REQUIREMENTS FOR PRODUCT  DEVELOPMENT AND
COMMERCIALIZATION.

The research, development, testing and approval of our proposed products involve
significant  expenditures and accordingly we require significant capital to fund
such  expenditures.  We  anticipate,  based on our  current  proposed  plans and
assumptions  relating to our  operations  (including the timetable of, and costs
associated  with,  new product  development),  that the  proceeds of the private
placements  we completed  during the year 2003 will be sufficient to satisfy our
contemplated  cash  requirements  through  the third  quarter of our fiscal year
2005. Due to our small revenue base, low level of working  capital and inability
to increase the number of development agreements with pharmaceutical  companies,
we have been unable to aggressively pursue our product development  strategy. We
will require significant additional financing and/or a strategic alliance with a
well-funded  development  partner to  aggressively  pursue our business plan. We
have no  current  arrangements  with  respect  to,  or  sources  of,  additional
financing,  and  additional  financing  may not be available to us on acceptable
terms,  if at all.  Unless  we  raise  additional  financing,  we may  not  have
sufficient   funds  and  we  may  not  be  able  to  complete   development  and
commercialization of our proposed products or continue operating.

OUR ADDITIONAL FINANCING REQUIREMENTS COULD RESULT IN DILUTION TO EXISTING
STOCKHOLDERS.

The  additional  financings  we  require  may be  obtained  through  one or more
transactions   which   effectively   dilute  the  ownership   interests  of  our
stockholders. Further, we may not be able to secure such additional financing on
terms  acceptable  to us, if at all. We have the  authority to issue  additional
shares of common  stock,  as well as  additional  classes or series of ownership
interests  or debt  obligations  which may be  convertible  into any one or more

                                      -6-
classes or series of ownership interests. We are authorized to issue 100,000,000
shares of common stock and 1,000,000 shares of preferred stock.  Such securities
may be issued without the approval or other consent of our stockholders.

OUR  TECHNOLOGY  PLATFORM  IS BASED  SOLELY  ON OUR  PROPRIETARY  DRUG  DELIVERY
TECHNOLOGY.  OUR ONGOING  CLINICAL TRIALS FOR CERTAIN OF OUR PRODUCT  CANDIDATES
MAY BE DELAYED, OR FAIL, WHICH WILL HARM OUR BUSINESS.

Our strategy is to concentrate our product development  activities  primarily on
pharmaceutical  products for which there  already are  significant  prescription
sales,  where the use of our  proprietary,  novel drug delivery  technology will
greatly  enhance  speed of onset of  therapeutic  effect,  reduce  side  effects
through a reduction of the amount of active drug substance required to produce a
given therapeutic effect and improve patient convenience or compliance.  We have
completed pilot  pharmacokinetic  studies for two  antihistamine  lingual sprays
(loratadine and clemastine),  an estradiol lingual spray, a progesterone lingual
spray and a nitroglycerin  lingual spray. In addition,  a phase 2 clinical trial
was completed for the nitroglycerin lingual spray.  Additional  development work
on loratadine,  clemastine,  estradiol and progesterone has been put on hold due
to  changes  in the  marketplace  which have  significantly  reduced  the market
potential  for  these  compounds.  We plan to file an NDA for the  nitroglycerin
lingual spray in 2004. We plan to initiate pilot pharmacokinetic  studies on our
Tier I priority  products during calendar year 2004.  These products are lingual
spray  formulations  of  sumatriptan,   alprazolam,  propofol,  ondansetron  and
zolpidem.  The goal of  these  pilot  pharmacokinetic  studies  is to  determine
whether or not a specific  lingual  spray can achieve  blood levels of an active
ingredient via  administration  through the oral mucosa. If blood levels are not
achieved, it could result in the need to reformulate the lingual spray and/or to
terminate work on a specific compound which would have a material adverse effect
on our operations.

Companies in the  pharmaceutical  and  biotechnology  industries  have  suffered
significant setbacks in advanced clinical trials, even after obtaining promising
results in earlier  trials.  Data obtained from tests are susceptible to varying
interpretations  which may  delay,  limit or  prevent  regulatory  approval.  In
addition,  companies  may be unable to enroll  patients  quickly  enough to meet
expectations  for  completing  clinical  trials.  The timing and  completion  of
current and planned clinical trials of our product  candidates  depend on, among
other factors,  the rate at which patients are enrolled,  which is a function of
many factors, including:

      o     the number of clinical sites;
      o     the size of the patient population;
      o     the proximity of patients to the clinical sites;
      o     the eligibility criteria for the study;
      o     the existence of competing clinical trials; and
      o     the existence of alternative available products.

      Delays in patient  enrollment  in clinical  trials may occur,  which would
likely result in increased costs, program delays or both.

THERE  ARE  CERTAIN  INTERLOCKING   RELATIONSHIPS  AND  POTENTIAL  CONFLICTS  OF
INTEREST.

Lindsay A.  Rosenwald,  M.D.,  a  significant  stockholder  of  NovaDel,  is the
Chairman of Paramount Capital, the placement agent for the private placements we
completed  during  calendar year 2003. In the regular course of its business and
the  business  of its  affiliates,  and  outside  of its  arrangement  with  us,
Paramount  and/or  its  affiliates  identify,  evaluate  and  pursue  investment
opportunities  in  biomedical  and  pharmaceutical  products,  technologies  and
companies.  In  addition,  Dr.  Rosenwald  may be  deemed  to  beneficially  own

                                      -7-
approximately  10,838,901 of our outstanding  common stock (assuming exercise of
certain  warrants  beneficially  owned by Dr.  Rosenwald)  and  5,075,664 of our
voting stock (assuming no exercise of such warrants). As such, Dr. Rosenwald and
Paramount may be deemed to be our affiliates.  Generally, Delaware corporate law
requires that any transactions  between us and any of our affiliates be on terms
that, when taken as a whole, are  substantially as favorable to us as those then
reasonably obtainable in an arms-length  transaction from a person who is not an
affiliate.  Nevertheless,  neither such  affiliates  nor Paramount are obligated
pursuant  to any  agreement  or  understanding  with us to make  any  additional
products or technologies available to us, nor can there be any assurance, and we
do not expect and our  stockholders  should not expect,  that any  biomedical or
pharmaceutical  product or technology identified by such affiliates or Paramount
in the future will be made available to us. In addition,  certain of our current
officers and  directors or any officers or directors  hereafter  appointed by us
may from time to time serve as officers or directors of other  biopharmaceutical
or biotechnology companies.  Such other companies may have interests in conflict
with our interests.

OUR  BUSINESS  AND REVENUE IS DEPENDENT  ON THE  SUCCESSFUL  DEVELOPMENT  OF OUR
PRODUCTS.

Revenue  received from our product  development  efforts consists of payments by
pharmaceutical   companies  for  research  and  bioavailability  studies,  pilot
clinical trials and similar  milestone-related  payments.  Our future growth and
profitability  will  be  dependent  upon  our  ability   successfully  to  raise
additional funds to complete the development of, obtain regulatory approvals for
and license out or market our proposed products. Accordingly, our prospects must
be  considered  in light of the  risks,  expenses  and  difficulties  frequently
encountered in connection with the  establishment  of a new business in a highly
competitive industry,  characterized by frequent new product  introductions.  We
anticipate that we will incur substantial  operating expenses in connection with
the development,  testing and approval of our proposed products and expect these
expenses to result in continuing  and  significant  operating  losses until such
time, if ever,  that we are able to achieve  adequate levels of sales or license
revenues.  We may not be able to raise additional  financing,  increase revenues
significantly,  or achieve  profitable  operations.  See "Risk Factors - We will
require   significant   capital   requirements   for  product   development  and
commercialization."

WE DO NOT HAVE COMMERCIALLY AVAILABLE PRODUCTS.

Our principal efforts are the development of, and obtaining regulatory approvals
for, our proposed  products.  We anticipate  that  marketing  activities for our
proprietary  products,  whether by us or one or more of our  licensees,  if any,
will not begin until 2005 at the earliest.  Accordingly,  it is not  anticipated
that we will  generate  any  revenues  from  royalties  or sales of  proprietary
products until regulatory approvals are obtained and marketing activities begin.
Any  one or more of our  proposed  proprietary  products  may  not  prove  to be
commercially  viable,  or if viable,  may not reach the  marketplace  on a basis
consistent with our desired  timetables.  The failure or the delay of any one or
more of our  proposed  products  to achieve  commercial  viability  would have a
material adverse effect on us.

WE HAVE NOT COMPLETED PRODUCT DEVELOPMENT.

We have not completed the  development  of our proposed  products and we will be
required  to devote  considerable  effort  and  expenditures  to  complete  such
development.   In  addition  to  obtaining  adequate   financing,   satisfactory
completion  of  development,   testing,   government   approval  and  sufficient
production levels of such products must be obtained before the proposed products
will become  available  for  commercial  sale. We do not  anticipate  generating
material  revenue from product  sales until  perhaps 2005 or  thereafter.  Other
potential  products remain in the conceptual or very early development stage and
remain  subject to all the risks inherent in the  development of  pharmaceutical
products,  including  unanticipated  development  problems and possible  lack of
funds to  undertake  or continue  development.  These  factors  could  result in
abandonment or substantial  change in the  development of a specific  formulated
product.  We may  not be  able to  successfully  develop  any one or more of our
proposed products or develop such proposed products on a timely basis.  Further,
such  proposed  products  may not be  commercially  accepted if  developed.  The
inability to successfully  complete  development,  or a determination by us, for

                                      -8-
financial or other  reasons,  not to undertake  to complete  development  of any
proposed  product,  particularly in instances in which we have made  significant
capital expenditures, could have a material adverse effect on us.

WE DO NOT HAVE DIRECT CONSUMER MARKETING EXPERIENCE.

We have no experience in marketing or  distribution at the consumer level of our
proposed products.  Moreover, we do not have the financial or other resources to
undertake extensive marketing and advertising activities. Accordingly, we intend
generally to rely on marketing  arrangements,  including possible joint ventures
or license or distribution  arrangements with third parties. We have not entered
into any significant agreements or arrangements with respect to the marketing of
our proposed  products,  and there can be no assurance that we will do so in the
future or that any such  products can be  successfully  marketed.  If we fail to
enter into these  agreements  or if we or the third parties do not perform under
such agreements,  it could impair our ability to commercialize our products.  If
we do not  develop  a  marketing  force  of our  own,  then  we will  depend  on
arrangements  with  corporate  partners or other  entities for the marketing and
sale of our remaining  products.  Our strategy to rely on third party  marketing
arrangements could adversely affect our profit margins.

WE MUST COMPLY WITH GOOD MANUFACTURING PRACTICES.

The manufacture of our  pharmaceutical  products will be subject to current Good
Manufacturing  Practices (cGMP) prescribed by the FDA, pre-approval  inspections
by the  FDA or  comparable  foreign  authorities,  or  both,  before  commercial
manufacture  of any such  products  and  periodic  cGMP  compliance  inspections
thereafter by the FDA. We, or any of our third party  manufacturers,  may not be
able to comply with cGMP or satisfy pre- or post-approval inspections by the FDA
or comparable  Foreign  authorities  in connection  with the  manufacture of our
proposed  products.  Failure or delay by us or any such  manufacturer  to comply
with cGMP or satisfy  pre- or  post-approval  inspections  would have a material
adverse effect on us.

WE ARE DEPENDENT ON OUR SUPPLIERS.

We believe that the active  ingredients  used in the manufacture of our proposed
pharmaceutical  products are presently available from numerous suppliers located
in the United States, Europe, India and Japan.

We believe that  certain raw  materials,  including  inactive  ingredients,  are
available  from a  limited  number  of  suppliers  and  that  certain  packaging
materials  intended for use in connection with our spray products  currently are
available  only from sole source  suppliers.  Although we do not believe we will
encounter  difficulties  in  obtaining  the  inactive  ingredients  or packaging
materials necessary for the manufacture of our proposed products,  we may not be
able to enter into  satisfactory  agreements or arrangements for the purchase of
commercial quantities of such materials. We have a written supply agreement with
Dynamit  Nobel for certain raw  materials  for our  nitroglycerin  lingual spray
product.  With respect to other  suppliers,  we operate  primarily on a purchase
order  basis  beyond  which there is no contract  memorializing  our  purchasing
arrangements.  The inability to enter into  agreements or otherwise  arrange for
adequate  or  timely  supplies  of  principal  raw  materials  and the  possible
inability to secure alternative sources of raw material supplies, or the failure
of Dynamit  Nobel to comply  with its  supply  obligations  to us,  could have a
material  adverse  effect on our  ability  to  arrange  for the  manufacture  of
formulated  products.  In addition,  development and regulatory  approval of our
products  are  dependent  upon our  ability to procure  active  ingredients  and
certain packaging  materials from FDA-approved  sources.  Since the FDA approval
process  requires  manufacturers  to specify their proposed  suppliers of active
ingredients and certain packaging materials in their applications,  FDA approval
of a supplemental  application to use a new supplier would be required if active
ingredients  or such  packaging  materials  were no  longer  available  from the
originally specified supplier,  which may result in manufacturing  delays. If we
do not maintain  important  manufacturing  relationships,  we may fail to find a
replacement manufacturer or to develop our own manufacturing capabilities. If we
cannot do so, it could delay or impair our ability to obtain regulatory approval
for our  products  and  substantially  increase  our costs or deplete any profit
margins.  If we do find replacement  manufacturers,  we may not be able to enter
into  agreements  with them on terms and  conditions  favorable to us and, there
could be a  substantial  delay  before a new  facility  could be  qualified  and
registered with the FDA and foreign regulatory authorities.

                                      -9-
WE FACE INTENSE COMPETITION.

The markets which we intend to enter are  characterized by intense  competition.
We  or  our  licensees  may  be  competing  against  established  pharmaceutical
companies which  currently  market products which are equivalent or functionally
similar to those we intend to market.  Prices of drug products are significantly
affected by competitive factors and tend to decline as competition increases. In
addition, numerous companies are developing or may, in the future, engage in the
development of products  competitive with our proposed products.  We expect that
technological  developments  will occur at a rapid rate and that  competition is
likely  to  intensify  as  enhanced  dosage  from   technologies   gain  greater
acceptance.  Additionally,  the markets for  formulated  products  which we have
targeted  for  development  are  intensely   competitive,   involving   numerous
competitors  and  products.   Most  of  our  prospective   competitors   possess
substantially  greater  financial,  technical  and other  resources  than we do.
Moreover, many of these companies possess greater marketing capabilities than we
do,  including  the  resources  necessary to enable them to implement  extensive
advertising  campaigns.  We may not be able to  compete  successfully  with such
competitors.

Accordingly,  our  competitors  may  succeed  in  obtaining  patent  protection,
receiving FDA or comparable foreign approval or commercializing  products before
us. If we commence  commercial  product sales, we will compete against companies
with greater  marketing  and  manufacturing  capabilities  who may  successfully
develop and  commercialize  products that are more  effective or less  expensive
than ours.  These are areas in which,  as yet, we have limited or no experience.
In addition,  developments by our competitors may render our product  candidates
obsolete or noncompetitive.

We are aware of several  companies that are selling or developing  lingual spray
products. First Horizon Pharmaceutical Corporation, headquartered in Alpharetta,
Georgia,  currently markets  Nitrolingual(R)  Pumpspray, a nitroglycerin lingual
spray  which is in an  "air"  propelled  dispensing  system  (our  nitroglycerin
lingual spray is in a "propellant" based dispensing system).

Generex Biotechnology  Corporation,  based in Toronto,  Canada, is developing an
insulin  formulation  that is  delivered  directly  into  the  mouth  via  their
RapidMist(TM)  device.  They also state that they have  begun  research  on four
specific  target  molecules  for  their  RapidMist  delivery  system:  morphine,
fentanyl,  heparin and flu vaccine.  Sirus  Pharmaceuticals  Ltd.,  based in the
United Kingdom, also claims to be developing drugs to be delivered  sublingually
via an aerosol  spray.  Sirus is working in the areas of pain and emesis.  There
are  several  other  companies  that we are aware of that market  lingual  spray
products containing vitamins and homeopathic ingredients.

We  also  face,   and  will  continue  to  face,   competition   from  colleges,
universities,  governmental  agencies  and other  public  and  private  research
organizations.  These  competitors  are becoming  more active in seeking  patent
protection and licensing arrangements to collect royalties for use of technology
that they have developed.  Some of these  technologies may compete directly with
the technologies  that we are developing.  These  institutions will also compete
with us in recruiting  highly  qualified  scientific  personnel.  We expect that
developments  in the areas in which we are  active may occur at a rapid rate and
that competition will intensify as advances in this field are made. As a result,
we need to continue to devote substantial  resources and efforts to research and
development activities.

THE ABSENCE OF PRODUCT LIABILITY INSURANCE COVERAGE MAY AFFECT OUR BUSINESS.

We may be  exposed  to  potential  product  liability  claims by  consumers.  We
presently do not maintain product liability insurance coverage. Although we will
seek to obtain product liability insurance before the  commercialization  of any
of our  proposed  products,  there can be no  assurance  that we will be able to
obtain  such  insurance  or,  if  obtained,  that  any  such  insurance  will be
sufficient  to cover all possible  liabilities  to which we may be exposed.  Any
product  liability  claim,  even  one that was not in  excess  of our  insurance
coverage or one that is meritless  and/or  unsuccessful,  could adversely affect
our cash  available for other  purposes,  such as research and  development.  In
addition,  the  existence of a product  liability  claim could affect the market
price of our common stock. In addition,  certain food and drug retailers require
minimum  product  liability  insurance  coverage  as a  condition  precedent  to

                                      -10-
purchasing  or accepting  products for retail  distribution.  Product  liability
insurance coverage includes various deductibles, limitations and exclusions from
coverage,  and in any event might not fully cover any potential claims.  Failure
to satisfy  such  insurance  requirements  could impede the ability of us or our
distributors  to achieve  broad retail  distribution  of our proposed  products,
which could have a material adverse effect on us.

EXTENSIVE GOVERNMENT REGULATION MAY AFFECT OUR BUSINESS.

The development, manufacture and commercialization of pharmaceutical products is
generally  subject  to  extensive   regulation  by  various  federal  and  state
governmental  entities. The FDA, which is the principal United States regulatory
authority over  pharmaceutical  products,  has the power to seize adulterated or
misbranded  products and unapproved new drugs,  to request their recall from the
market,  to enjoin  further  manufacture  or sale,  to publicize  certain  facts
concerning  a  product  and to  initiate  criminal  proceedings.  As a result of
federal statutes and FDA regulations  pursuant to which new  pharmaceuticals are
required  to  undergo  extensive  and  rigorous  testing,  obtaining  pre-market
regulatory  approval requires extensive time and expenditures.  Under the United
States Federal Food, Drug, and Cosmetic (FDC) Act, as amended (21 U.S.C. 301 et.
seq.),  a new drug may not be  commercialized  or otherwise  distributed  in the
United States without the prior approval of the FDA. The FDA approval  processes
relating to new drugs differ, depending on the nature of the particular drug for
which  approval  is  sought.  With  respect  to any  drug  product  with  active
ingredients not previously  approved by the FDA, a prospective drug manufacturer
is required to submit a new drug  application an NDA,  which  includes  complete
reports of pre-clinical, clinical and laboratory studies to prove such product's
safety and efficacy.  The NDA process generally requires,  before the submission
of the  NDA,  submission  of an  investigative  new  drug  application,  an IND,
pursuant to which permission is sought to begin preliminary  clinical testing of
the new drug. An NDA, based on published safety and efficacy  studies  conducted
by others,  may also be  required  to be  submitted  for a drug  product  with a
previously  approved  active  ingredient if the method of delivery,  strength or
dosage form is changed. Alternatively, a drug having the same active ingredients
as a drug  previously  approved by the FDA may be eligible to be submitted under
an ANDA,  which is significantly  less stringent than the NDA approval  process.
While the ANDA process  requires a manufacturer to establish  bioequivalence  to
the previously  approved drug, it permits the manufacturer to rely on the safety
and efficacy studies  contained in the NDA for the previously  approved drug. We
believe  that  the  products  we  develop  in spray  dosage  form  will  require
submission of an NDA. We estimate that the  development of new  formulations  of
pharmaceutical  products,  including  formulation,  testing  and  obtaining  FDA
approval,  generally  takes  four  to  seven  years  for the  NDA  process.  Our
determinations may prove to be inaccurate or pre-marketing  approval relating to
our  proposed  products  may not be obtained on a timely  basis,  if at all. The
failure  by us to obtain  necessary  regulatory  approvals,  whether on a timely
basis, or at all, would have a material adverse effect on our business.

THE CLINICAL TRIAL AND REGULATORY APPROVAL PROCESS FOR OUR PRODUCTS IS EXPENSIVE
AND TIME CONSUMING, AND THE OUTCOME IS UNCERTAIN.

In order to sell our proposed products, we must receive regulatory approvals for
each product.  The FDA and comparable agencies in foreign countries  extensively
and rigorously  regulate the testing,  manufacture,  distribution,  advertising,
pricing and marketing of drug products like our products.  This approval process
includes preclinical studies and clinical trials of each pharmaceutical compound
to  establish  its  safety and  effectiveness  and  confirmation  by the FDA and
comparable  agencies in foreign  countries that the manufacturer  maintains good
laboratory  and  manufacturing   practices  during  testing  and  manufacturing.
Clinical  trials  generally take two to five years or more to complete.  Even if
favorable testing data is generated by clinical trials of drug products, the FDA
may not approve an NDA filed by a pharmaceutical  or  biotechnology  company for
such drug product.

The approval  process is lengthy,  expensive and uncertain.  It is also possible
that the FDA or comparable foreign regulatory authorities could interrupt, delay
or halt  any  one or  more of our  clinical  trials.  If we,  or any  regulatory
authorities, believe that trial participants face unacceptable health risks, any
one or more of our trials  could be  suspended  or  terminated.  We also may not
reach agreement with the FDA and/or comparable foreign agencies on the design of
any one or more of the  clinical  studies  necessary  for  approval.  Conditions

                                      -11-
imposed by the FDA and comparable  agencies in foreign countries on our clinical
trials could  significantly  increase the time  required for  completion of such
clinical trials and the costs of conducting the clinical  trials.  Data obtained
from clinical trials are susceptible to varying interpretations which may delay,
limit or prevent regulatory approval.

Delays and  terminations  of the  clinical  trials we conduct  could result from
insufficient  patient  enrollment.  Patient  enrollment is a function of several
factors,  including  the size of the patient  population,  stringent  enrollment
criteria,  the  proximity of the patients to the trial sites,  having to compete
with other clinical trials for eligible patients,  geographical and geopolitical
considerations  and others.  Delays in patient  enrollment can result in greater
costs and longer  trial  timeframes.  Patients may also suffer  adverse  medical
events or side effects.

The FDA and comparable  foreign agencies could withdraw any approvals we obtain.
Further,  if there is a later  discovery  of unknown  problems  or if we fail to
comply  with  other  applicable  regulatory  requirements  at any  stage  in the
regulatory process,  the FDA may restrict or delay our marketing of a product or
force us to make  product  recalls.  In  addition,  the FDA could  impose  other
sanctions such as fines, injunctions,  civil penalties or criminal prosecutions.
To market our products  outside the United  States,  we also need to comply with
foreign  regulatory  requirements  governing human clinical trials and marketing
approval for  pharmaceutical  products.  The FDA and foreign regulators have not
yet approved any of our products under  development  for marketing in the United
States  or  elsewhere.  If the FDA  and  other  regulators  do not  approve  our
products, we will not be able to market our products.

WE EXPECT TO FACE UNCERTAINTY OVER REIMBURSEMENT AND HEALTHCARE REFORM.

In both the United States and other  countries,  sales of our proposed  products
will  depend in part upon the  availability  of  reimbursement  from third party
payors, which include government health administration authorities, managed care
providers  and private  health  insurers.  Third party  payors are  increasingly
challenging the price and examining the cost  effectiveness  of medical products
and services.

OUR STRATEGY,  IN MANY CASES,  IS TO ENTER INTO  COLLABORATION  AGREEMENTS  WITH
THIRD PARTIES AND WE MAY REQUIRE ADDITIONAL COLLABORATION AGREEMENTS. IF WE FAIL
TO ENTER  INTO THESE  AGREEMENTS  OR IF WE OR THE THIRD  PARTIES DO NOT  PERFORM
UNDER SUCH AGREEMENTS, IT COULD IMPAIR OUR ABILITY TO COMMERCIALIZE OUR PROPOSED
PRODUCTS.

Our strategy for the completion of the required development and clinical testing
of  our   proposed   products   and  for  the   manufacturing,   marketing   and
commercialization  of such products,  in many cases,  depends upon entering into
collaboration    arrangements   with   pharmaceutical   companies   to   market,
commercialize  and distribute the products.  Our success  depends upon obtaining
collaboration  partners.  In addition,  we may depend on our partners' expertise
and dedication of sufficient resources to develop and commercialize our proposed
products.  We may,  in the future,  grant to  collaboration  partners  rights to
license and commercialize  pharmaceutical products developed under collaboration
agreements. Under these arrangements, our collaboration partners may control key
decisions  relating  to the  development  of the  products.  The  rights  of our
collaboration  partners would limit our flexibility in considering  alternatives
for the  commercialization  of the products.  If we fail to successfully develop
these  relationships  or if our  collaboration  partners  fail  to  successfully
develop or  commercialize  any of our products,  it may delay or prevent us from
developing or commercializing  our proposed products in a competitive and timely
manner and would have a material adverse effect on our business.

IF WE CANNOT PROTECT OUR  INTELLECTUAL  PROPERTY,  OTHER COMPANIES COULD USE OUR
TECHNOLOGY IN COMPETITIVE  PRODUCTS.  IF WE INFRINGE THE  INTELLECTUAL  PROPERTY
RIGHTS OF OTHERS,  OTHER COMPANIES COULD PREVENT US FROM DEVELOPING OR MARKETING
OUR PRODUCTS.

We seek  patent  protection  for our  technology  so as to prevent  others  from
commercializing   equivalent   products  in  substantially   less  time  and  at
substantially  lower expense.  The pharmaceutical  industry places  considerable
importance on obtaining patent and trade secret protection for new technologies,

                                      -12-
products and processes.  Our success will depend in part on our ability and that
of  parties  from  whom we  license  technology  to:

      o     defend our patents and otherwise  prevent others from  infringing on
            our proprietary rights;

      o     protect trade secrets; and

      o     operate without  infringing  upon the proprietary  rights of others,
            both in the United States and in other countries.

The patent position of firms relying upon  biotechnology is highly uncertain and
involves  complex  legal  and  factual   questions  for  which  important  legal
principles  are  unresolved.  To date,  the United  States  Patent and Trademark
Office has not adopted a consistent  policy regarding the breadth of claims that
the United States Patent and Trademark Office allows in biotechnology patents or
the degree of protection that these types of patents afford. As a result,  there
are risks that we may not develop or obtain rights to products or processes that
are or may seem to be patentable.

EVEN IF WE OBTAIN  PATENTS TO PROTECT  OUR  PRODUCTS,  THOSE  PATENTS MAY NOT BE
SUFFICIENTLY BROAD AND OTHERS COULD COMPETE WITH US.

We, and the parties  licensing  technologies  to us, have filed  various  United
States  and  foreign  patent  applications  with  respect  to the  products  and
technologies  under our development,  and the United States Patent and Trademark
Office and foreign  patent  offices  have  issued  patents  with  respect to our
products and  technologies.  These  patent  applications  include  international
applications  filed under the Patent  Cooperation  Treaty.  Our  pending  patent
applications, those we may file in the future or those we may license from third
parties  may not result in the United  States  Patent  and  Trademark  Office or
foreign  patent office  issuing  patents.  Also,  if patent rights  covering our
products are not  sufficiently  broad,  they may not provide us with  sufficient
proprietary  protection  or  competitive  advantages  against  competitors  with
similar products and technologies.  Furthermore, if the United States Patent and
Trademark Office or foreign patent offices issue patents to us or our licensors,
others may challenge the patents or circumvent the patents, or the patent office
or the courts may  invalidate  the patents.  Thus, any patents we own or license
from or to third parties may not provide any protection against competitors.

Furthermore,  the life of our patents is limited.  Such  patents,  which include
relevant  foreign  patents,  expire on various  dates.  We have filed,  and when
possible and appropriate,  will file, other patent  applications with respect to
our products and processes in the United States and in foreign countries. We may
not be able to develop additional  products or processes that will be patentable
or  additional  patents may not be issued to us. See also "Risk  Factors - If we
cannot meet requirements under our license agreements,  we could lose the rights
to our products."

INTELLECTUAL  PROPERTY RIGHTS OF THIRD PARTIES COULD LIMIT OUR ABILITY TO MARKET
OUR PRODUCTS.

Our  commercial  success  also  significantly  depends on our ability to operate
without  infringing the patents or violating the  proprietary  rights of others.
The United  States  Patent and  Trademark  Office  keeps  United  States  patent
applications  confidential  while the applications are pending.  As a result, we
cannot  determine  which  inventions  third  parties  claim  in  pending  patent
applications that they have filed. We may need to engage in litigation to defend
or enforce our patent and license  rights or to determine the scope and validity
of the proprietary  rights of others. It will be expensive and time consuming to
defend and enforce patent  claims.  Thus,  even in those  instances in which the
outcome is  favorable  to us, the  proceedings  can result in the  diversion  of
substantial  resources from our other activities.  An adverse  determination may
subject us to significant  liabilities or require us to seek licenses that third
parties may not grant to us or may only grant at rates that  diminish or deplete
the  profitability  of the products to us. An adverse  determination  could also
require us to alter our products or processes  or cease  altogether  any related
research and development activities or product sales.

                                      -13-
IF WE CANNOT MEET REQUIREMENTS UNDER OUR LICENSE  AGREEMENTS,  WE COULD LOSE THE
RIGHTS TO OUR PRODUCTS.

We  depend  on  licensing  arrangements  with  third  parties  to  maintain  the
intellectual property rights to our products under development. These agreements
require us to make  payments  and satisfy  performance  obligations  in order to
maintain our rights under these licensing arrangements.  All of these agreements
last  either  throughout  the  life of the  patents,  or with  respect  to other
licensed  technology,  for a number of years after the first  commercial sale of
the relevant product.

In addition,  we are responsible for the cost of filing and prosecuting  certain
patent applications and maintaining certain issued patents licensed to us. If we
do not meet our obligations under our license  agreements in a timely manner, we
could lose the rights to our proprietary technology.

In  addition,  we may be  required  to  obtain  licenses  to  patents  or  other
proprietary  rights of third parties in connection  with the development and use
of our products and  technologies.  Licenses  required under any such patents or
proprietary  rights might not be made available on terms acceptable to us, if at
all.

WE  RELY  ON  CONFIDENTIALITY  AGREEMENTS  THAT  COULD  BE  BREACHED  AND MAY BE
DIFFICULT TO ENFORCE.

Although we believe that we take  reasonable  steps to protect our  intellectual
property,  including the use of  agreements  relating to the  non-disclosure  of
confidential information to third parties, as well as agreements that purport to
require  the  disclosure  and  assignment  to us of the  rights  to  the  ideas,
developments,  discoveries and inventions of our employees and consultants while
we employ them, the agreements can be difficult and costly to enforce.  Although
we seek to obtain these types of agreements from our  consultants,  advisors and
research  collaborators,  to the extent that they apply or independently develop
intellectual property in connection with any of our projects, disputes may arise
as to the proprietary rights to this type of information. If a dispute arises, a
court may determine that the right belongs to a third party,  and enforcement of
our rights can be costly and unpredictable.  In addition,  we will rely on trade
secrets  and  proprietary  know-how  that we will  seek  to  protect  in part by
confidentiality agreements with our employees,  consultants, advisors or others.
Despite the protective measures we employ, we still face the risk that:

      o     they will breach these agreements;

      o     any agreements we obtain will not provide adequate remedies for this
            type of breach or that our trade  secrets  or  proprietary  know-how
            will  otherwise  become  known  or  competitors  will  independently
            develop similar technology; and

      o     our  competitors   will   independently   discover  our  proprietary
            information and trade secrets.

WE ARE DEPENDENT ON EXISTING MANAGEMENT.

Our success is  substantially  dependent  on the efforts  and  abilities  of our
President and Chief  Executive  Officer,  Gary A.  Shangold,  M.D., and our Vice
President  of New  Business  and Product  Development,  Barry  Cohen.  Decisions
concerning  our business and our  management are and will continue to be made or
significantly influenced by these individuals. The loss or interruption of their
continued  services  would  have a  materially  adverse  effect on our  business
operations and prospects.  Although our employment  agreements with such members
of management  generally provide for severance payments that are contingent upon
the applicable officer's refraining from competition with us, the loss of any of
these persons' services would adversely affect our ability to develop and market
our products  and obtain  necessary  regulatory  approvals,  and the  applicable
noncompetition  provisions  can be difficult  and costly to monitor and enforce.
Further, we do not maintain key-man life insurance.

                                      -14-
Our future success also will depend in part on the continued  service of our key
scientific and management personnel and our ability to identify, hire and retain
additional personnel, including marketing and sales staff. We experience intense
competition  for  qualified  personnel,  and the  existence  of  non-competition
agreements between prospective  employees and their former employers may prevent
us from  hiring  those  individuals  or  subject  us to suit from  their  former
employers.

While we attempt to provide  competitive  compensation  packages  to attract and
retain  key  personnel,  some of our  competitors  are  likely  to have  greater
resources  and more  experience  than we have,  making  it  difficult  for us to
compete successfully for key personnel.

WE ARE CONTROLLED BY CURRENT STOCKHOLDERS, OFFICERS AND DIRECTORS.

Our directors,  executive officers and principal stockholders and certain of our
affiliates  have the ability to influence the election of our directors and most
other stockholder actions.  Management and our affiliates currently beneficially
own (including  shares they have the right to acquire)  approximately 37% of our
common stock.  Specifically,  Dr. Rosenwald has the ability to exert significant
influence  over the  election of the Board and other  matters  submitted  to our
stockholders for approval. Such positions may discourage or prevent any proposed
takeover of NovaDel,  including  transactions  in which our  stockholders  might
otherwise  receive  a premium  for their  shares  over the then  current  market
prices.  Our  directors,  executive  officers  and  principal  stockholders  may
influence corporate actions,  including  influencing  elections of directors and
significant corporate events.

THE LIMITED PRIOR PUBLIC MARKET AND TRADING MARKET MAY CAUSE POSSIBLE VOLATILITY
IN OUR STOCK PRICE.

There has only been a limited  public market for our securities and there can be
no assurance that an active trading market in our securities will be maintained.
In addition,  the overall market for securities in recent years has  experienced
extreme price and volume fluctuations that have particularly affected the market
prices of many  smaller  companies.  The  trading  price of our common  stock is
expected to be subject to significant  fluctuations in response to variations in
quarterly   operating  results,   changes  in  analysts'   earnings   estimates,
announcements of innovations by us or our competitors, general conditions in the
industry in which we operate and other factors.  These fluctuations,  as well as
general economic and market conditions, may have a material or adverse effect on
the market price of our common stock.

WE  MAY  BE  DE-LISTED  FROM  THE  AMEX  IF WE DO  NOT  MEET  CONTINUED  LISTING
REQUIREMENTS.

Our common stock  commenced  trading on the AMEX on May 11, 2004. The AMEX (Part
10, Section 1003) requires  stockholders'  equity (for continued  listing) of at
least  $6,000,000 if a listed  company has sustained net losses in its five most
recent  fiscal  years.  We have  sustained  net losses in each of our last eight
fiscal years. As of April 30, 2004, our  stockholders'  equity was approximately
$11,984,000.

If our common stock is de-listed by the AMEX,  trading of our common stock would
thereafter  likely be  conducted on the OTC Bulletin  Board.  In such case,  the
market liquidity of our common stock would likely be negatively affected,  which
may make it more  difficult  for  holders  of our  common  stock  to sell  their
securities  in the open  market and we could  face  difficulty  raising  capital
necessary for our continued operations.

ADDITIONAL  AUTHORIZED  SHARES OF OUR COMMON STOCK AND PREFERRED STOCK AVAILABLE
FOR ISSUANCE MAY ADVERSELY AFFECT THE MARKET.

We are authorized to issue 100,000,000 shares of our common stock. As of June 9,
2004,  there were  32,943,699  shares of common  stock  issued and  outstanding.
However,  the total number of shares of our common stock issued and  outstanding
does not include shares  reserved in  anticipation of the exercise of options or
warrants.  As of June 9, 2004, we had outstanding  stock options and warrants to
purchase approximately 20,289,221 shares of our common stock, the exercise price
of which range between $0.63 per share to $3.18 per share,  and we have reserved
shares of our  common  stock  for  issuance  in  connection  with the  potential
exercise  thereof.  Of the  reserved  shares,  a total of  2,053,000  shares are
currently reserved for issuance in connection with our 1992, 1997 and 1998 Stock

                                      -15-
Option Plans, respectively, of which options to purchase an aggregate of 300,000
(500,000  authorized  under such plan and 200,000  exercised  to date),  250,000
(500,000 authorized under such plan and 250,000 exercised to date) and 1,503,000
(3,400,000 authorized under such plan and 265,000 exercised to date) shares have
been issued under the respective  stock option plans.  Another  2,900,000 shares
are reserved for issuance and available for the options granted  pursuant to the
terms  of the  employment  agreements  of  various  of our  current  and  former
officers.  A significant  number of such options and warrants contain provisions
for cashless exercise. To the extent such options or warrants are exercised, the
holders of our common stock will experience  further dilution.  In addition,  in
the event that any  future  financing  should be in the form of, be  convertible
into or exchangeable  for, equity  securities,  and upon the exercise of options
and warrants,  investors may experience additional dilution. See "Risk Factors -
Our  additional  financing  requirements  could  result in  dilution to existing
stockholders."

The  exercise  of  the  outstanding  derivative  securities,   will  reduce  the
percentage of common stock held by our stockholders. Further, the terms on which
we could obtain additional capital during the life of the derivative  securities
may be  adversely  affected,  and it should be expected  that the holders of the
derivative  securities  would  exercise  them at a time when we would be able to
obtain equity  capital on terms more  favorable  than those provided for by such
derivative securities.  As a result, any issuance of additional shares of common
stock may cause our current  stockholders to suffer  significant  dilution which
may adversely affect the market.

In addition to the  above-referenced  shares of common stock which may be issued
without stockholder  approval,  we have 1,000,000 shares of authorized preferred
stock, the terms of which may be fixed by our Board. We presently have no issued
and outstanding  shares of preferred stock and while we have no present plans to
issue any  shares of  preferred  stock,  our  Board has the  authority,  without
stockholder  approval,  to create and issue one or more series of such preferred
stock and to determine the voting,  dividend and other rights of holders of such
preferred  stock. The issuance of any of such series of preferred stock may have
an adverse effect on the holders of common stock.

POSSIBLE  FUTURE  SALES OF SHARES BY THE SELLING  STOCKHOLDERS  MAY BE ADVERSELY
AFFECT THE MARKET.

Subject to the restrictions  described under "Risk Factors - Shares eligible for
future sale may  adversely  affect the market" and  applicable  law, the selling
stockholders  could cause the sale of any or all the shares of common stock they
own  upon  the  effectiveness  of  the  registration  statement  of  which  this
prospectus  forms a part. The selling  stockholders may determine to sell shares
of  common  stock  from  time to time for any  reason.  Although  we can make no
prediction as to the effect,  if any, that sales of shares of common stock owned
by selling  stockholders  would have on the market price prevailing from time to
time, sales of substantial  amounts of common stock, or the availability of such
shares for sale in the public market,  could adversely affect  prevailing market
prices of common stock.

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET.

From time to time,  certain of our  stockholders  may be eligible to sell all or
some of their shares of common stock by means of ordinary brokerage transactions
in the open market pursuant to Rule 144,  promulgated  under the Act, subject to
certain  limitations.  In  general,  pursuant  to Rule 144,  a  stockholder  (or
stockholders  whose shares are aggregated) who has satisfied a one-year  holding
period may, under certain  circumstances,  sell within any three-month  period a
number  of  securities  which  does not  exceed  the  greater  of 1% of the then
outstanding  shares of common stock or the average  weekly trading volume of the
class during the four calendar weeks prior to such sale.  Rule 144 also permits,
under certain circumstances,  the sale of securities, without any limitation, by
our stockholders that are non-affiliates  that have satisfied a two-year holding
period.  Any  substantial  sale of our  common  stock  pursuant  to Rule  144 or
pursuant to any resale prospectus may have material adverse effect on the market
price of our securities.

                                      -16-
LIMITATION ON DIRECTOR/OFFICER LIABILITY.

As  permitted by Delaware  law,  our  certificate  of  incorporation  limits the
liability  of our  directors  for  monetary  damages for breach of a  director's
fiduciary  duty except for  liability in certain  instances.  As a result of our
charter  provision and Delaware  law,  stockholders  may have limited  rights to
recover  against  directors  for breach of  fiduciary  duty.  In  addition,  our
certificate of incorporation  provides that we shall indemnify our directors and
officers to the fullest extent permitted by law.

WE HAVE NO HISTORY OF PAYING DIVIDENDS ON OUR COMMON STOCK.

We have never paid any cash  dividends on our common stock and do not anticipate
paying any cash dividends on our common stock in the foreseeable future. We plan
to retain any future earnings to finance  growth.  If we decide to pay dividends
to the holders of our common stock,  such  dividends may not be paid on a timely
basis.

PROVISIONS OF OUR  CERTIFICATE OF  INCORPORATION  AND DELAWARE LAW COULD DEFER A
CHANGE OF OUR MANAGEMENT WHICH COULD DISCOURAGE OR DELAY OFFERS TO ACQUIRE US.

Provisions of our Certificate of Incorporation and Delaware law may make it more
difficult for someone to acquire control of us or for our stockholders to remove
existing management, and might discourage a third party from offering to acquire
us,  even if a change in control or in  management  would be  beneficial  to our
stockholders.  For example,  our Certificate of Incorporation allows us to issue
shares  of  preferred   stock  without  any  vote  or  further   action  by  our
stockholders.  Our Board has the  authority  to fix and  determine  the relative
rights and preferences of preferred  stock.  Our Board also has the authority to
issue  preferred  stock without further  stockholder  approval,  including large
blocks of preferred  stock. As a result,  our Board could authorize the issuance
of a series of preferred  stock that would grant to holders the preferred  right
to our assets upon  liquidation,  the right to receive dividend  payments before
dividends  are  distributed  to the holders of common stock and the right to the
redemption of the shares,  together with a premium,  prior to the  redemption of
our common stock.

                                      -17-
USE OF PROCEEDS

      The shares  which may be sold under this  prospectus  will be sold for the
respective accounts of each of the selling  stockholders.  Accordingly,  NovaDel
will not realize any proceeds  from the sale of the shares,  except that it will
derive  proceeds if all of the options  currently  outstanding are exercised for
cash.  However,  a substantial number of such options contain certain provisions
for cashless  exercise.  If exercised for cash,  such funds will be available to
NovaDel for working capital and general corporate purposes.  No assurance can be
given,  however,  as to when or if any or all of the options will be  exercised.
All expenses of the registration of the shares will be paid for by NovaDel.  See
"Selling Stockholders" and "Plan of Distribution."

                                      -18-
SELLING STOCKHOLDERS

      The following  table sets forth the name and  relationship  to NovaDel and
its affiliates  (within the past three years) of each selling  stockholder,  the
number of shares of common  stock which each  selling  stockholder  (1) owned of
record  before the  offering;  (2) may  acquire  pursuant  to the  exercise of a
previously  granted  option or options which  hereafter may be granted under the
Plans, all of which shares may be sold pursuant to this prospectus;  and (3) the
amount  of  common  stock to be owned by each  selling  stockholder  and (if one
percent  or more) the  percentage  of the class to be owned by such  stockholder
assuming the grant of the maximum number of shares issuable under the Plans, the
exercise  of all  options  granted  under the Plans,  and the sale of all shares
acquired upon exercise of such options.

      The information contained in this table reflects "beneficial" ownership of
common stock within the meaning of Rule 13d-3 under the Exchange Act. As of June
9,  2004,  the  Company  had  32,943,699  shares  of common  stock  outstanding.
Beneficial ownership information reflected in the table includes shares issuable
upon the exercise of outstanding options/warrants issued by the Company at their
initial exercise prices.
Name and Relationship to the       Amount of Common Stock       Amount       Amount of Common Stock and
Company Within the Past Three     Beneficially Owned As of      Offered       Percentage of Class to be
Years                                  June 9, 2004             Hereby        Owned After the Offering
Harry A. Dugger                       2,154,003(1)              420,000(2)       1,734,003 (5.18%)
Founder, Officer
Former Chairman

Gary A. Shangold                      1,125,000(3)            1,125,000                  0
CEO/President,
Director

Robert F. Schaul                        324,286(4)              240,000(5)          84,286 (*)
Officer, Director

Mohammed Abd El-Shafy                   250,000(6)              250,000                  0
Officer

Jean W. Frydman                         100,000(7)              100,000                  0
Officer

William F. Hamilton                     150,000(8)              150,000                  0
Director

Lawrence J. Kessel                      176,265(9)              150,000(10)         26,265 (*)
Director

Barry Cohen                            150,000(11)              150,000                  0
Officer

Mark H. Rachesky                       150,000(12)              150,000                  0
Director

Charles Nemeroff                       150,000(13)              150,000                  0
Director

Robert G. Savage                       150,000(14)              150,000                  0
Director
-19-
Name and Relationship to the       Amount of Common Stock       Amount       Amount of Common Stock and
Company Within the Past Three     Beneficially Owned As of      Offered       Percentage of Class to be
Years                                  June 9, 2004             Hereby        Owned After the Offering
D. Cox                                       4,371(15)            4,371                  0
Former Employee

Robert Galler Consultant,                1,050,000(16)        1,050,000                  0
Former Officer

Bernadine Wrubel Former                     29,689(17)           29,689                  0
Employee
(*) Less than 1%.

(1)  Represents  852,003  shares of common  stock;  options to purchase  200,000
shares of common  stock  (exercisable  at $.70 per share)  issued under the 1992
stock plan which expire in November 2006;  options to purchase  50,000 shares of
common  stock  (exercisable  at $.70 per share)  under the 1997 stock plan which
expire in November  2006;  options to purchase  300,000  shares of common  stock
issued  outside of the 1998 Plan  (exercisable  at $1.84 per share) which expire
November 2007;  166,000 shares owned by his daughter  Christina Dugger;  166,000
shares owned by his son Andrew Dugger;  and the options  described in footnote 2
below.

(2) Represents options to purchase 95,000 shares of common stock (exercisable at
$.70 per  share)  issued  under the 1998 Plan  which  expire in  November  2006;
options to purchase  200,000  shares of common stock issued  outside of the 1998
Plan  (exercisable  at $1.30 per share) which expire  October  2007;  options to
purchase  75,000 shares of common stock  (exercisable at $1.30 per share) issued
under the 1998 Stock  Option  Plan,  which expire in October 2007 and options to
purchase  50,000 shares of common stock issued under the 1998 Plan  (exercisable
at $1.82 per share) which expire in February 2009.

(3)  Represents  1,000,000  options issued outside of the 1998 Plan, in December
2002 (exercisable at $1.93 per share) which expire in December 2007; and options
to  purchase  125,000  shares  of  common  stock  issued  under  the  1998  Plan
(exercisable at $1.82 per share) which expire in February 2009.

(4) Represents 39,286 shares of common stock;  20,000 options,  issued under the
1992 stock plan,  to  purchase  common  stock at an  exercise  price of $.63 per
share,  expiring in July, 2006; 25,000 options issued under the 1997 stock plan,
to purchase  common  stock at an exercise  price of $.63 per share,  expiring in
March 2008; and the options described in footnote 5 below.

(5) Represents  10,000  options  issued under the 1998 Plan, to purchase  common
stock at an exercise price of $.63 per share, expiring in September 2009; 95,000
options  issued  under the 1998 Plan,  to purchase  common  stock at an exercise
price of $.63 per share,  expiring in January 2010;  75,000 options issued under
the 1998 Plan, to purchase common stock at an exercise price of $2.69 per share,
expiring in February 2012; 10,000 options issued under the 1998 Plan to purchase
common stock at an exercise price of $1.51 per share, expiring in March 2008 and
50,000 options  issued  outside of the 1998 Plan to purchase  common stock at an
exercise price of $1.95 per share expiring in April 2009.

(6)  Represents  options  issued  outside of the 1998 Plan to  purchase  150,000
shares of common stock at an exercise  price of $3.02 per share  expiring in May
2012;  50,000 options issued under the 1998 Plan to purchase  common stock at an
exercise  price of $1.51 per share,  expiring in March 2008;  and 50,000 options
issued  under the 1998 Plan to purchase  common  stock at an  exercise  price of
$1.65 per share, expiring in February 2009.

(7) Represents  100,000  options issued outside the 1998 Plan to purchase shares
of common  stock at an exercise  price of $1.98 per share,  which  expire in May
2014.

(8) Represents  100,000 options issued outside of the 1998 Plan,  exercisable at
$1.51 per share which expire in March 2008 and 50,000  options issued outside of
the 1998 Plan, exercisable at $1.95 per share which expire in April 2009.

(9) Represents 20,204 shares of common stock;  warrants to purchase 6,061 shares
of common stock at an exercise  price of $1.40 per share which expire in January
2009; and the options described in footnote 10 below.

(10) Represents  100,000 options issued outside of the 1998 Plan  exercisable at
$1.51 per share which expire in March 2008 and 50,000  options issued outside of
the 1998 Plan exercisable at $1.95 per share which expire in April 2009.

                                      -20-
(11)  Represents  75,000 options issued under the 1998 Plan, to purchase  common
stock at an exercise  price of $1.65 per share which expire in February 2009 and
75,000  options  issued  under  the 1998  Plan to  purchase  common  stock at an
exercise price of $2.04 per share, which expire in May 2013.

(12)  Represents  100,000  options  issued  outside of the 1998 Plan to purchase
shares of common stock at an exercise price of $2.15 per share,  which expire in
June 2008 and 50,000  options  issued  outside of the 1998 Plan  exercisable  at
$1.95 per share which expire in April 2009.

(13)  Represents  100,000  options  issued  outside of the 1998 Plan to purchase
shares of common stock at an exercise price of $1.85 per share,  which expire in
February 2009 and 50,000 options issued outside of the 1998 Plan  exercisable at
$1.95 per share which expire in April 2009.

(14)  Represents  100,000  options  issued  outside of the 1998 Plan to purchase
shares of common stock at an exercise price of $1.65 per share,  which expire in
September 2008 and 50,000 options issued outside of the 1998 Plan exercisable at
$1.95 per share which expire in April 2009.

(15)  Represents  shares of common stock acquired upon exercise of stock options
issued under the 1998 Plan.

(16)  Represents  1,050,000  options issued outside of the 1998 Plan to purchase
shares of common  stock at an  exercise  price of $0.75  per share  expiring  in
December 2011.

(17)  Represents  shares of common stock acquired upon exercise of stock options
issued under the 1998 Plan.

                                      -21-
PLAN OF DISTRIBUTION

In this section of the prospectus,  the term "selling security holder" means and
includes:  (1)  the  persons  identified  in the  tables  above  as the  Selling
Stockholders; and (2) any of their donees, pledgees,  distributees,  transferees
or other  successors  in  interest  who may (a) receive any of the shares of our
common stock offered  hereby after the date of this  prospectus and (b) offer or
sell those shares hereunder.

The shares of our common stock offered by this  prospectus may be sold from time
to time directly by the selling  security  holders.  Alternatively,  the selling
security  holders may from time to time offer such shares through  underwriters,
brokers,  dealers, agents or other intermediaries.  The selling security holders
as of  the  date  of  this  prospectus  have  advised  us  that  there  were  no
underwriting  or  distribution  arrangements  entered  into with  respect to the
common stock offered hereby. The distribution of the common stock by the selling
security  holders may be  effected:  in one or more  transactions  that may take
place on the AMEX (including one or more block  transaction)  through  customary
brokerage  channels,  either  through  brokers  acting as agents for the selling
security holders,  or through market makers,  dealers or underwriters  acting as
principals  who may resell  these  shares on the AMEX;  in  privately-negotiated
sales; by a combination of such methods;  or by other means.  These transactions
may be  effected  at market  prices  prevailing  at the time of sale,  at prices
related to such prevailing  market prices or at other negotiated  prices.  Usual
and customary or  specifically  negotiated  brokerage fees or commissions may be
paid by the  selling  security  holders in  connection  with sales of our common
stock.

The  selling  security  holders  may  enter  into  hedging   transactions   with
broker-dealers in connection with  distributions of the shares or otherwise.  In
such transactions, broker-dealers may engage in short sales of the shares of our
common stock in the course of hedging the positions they assume with the selling
security  holders.  The selling  security holders also may sell shares short and
redeliver  the shares to close out such short  positions.  The selling  security
holders may enter into option or other  transactions with  broker-dealers  which
require the delivery to the  broker-dealer  of shares of our common  stock.  The
broker-dealer may then resell or otherwise  transfer such shares of common stock
pursuant to this prospectus.

The selling  security holders also may lend or pledge shares of our common stock
to a  broker-dealer.  The  broker-dealer  may sell the shares of common stock so
lent, or upon a default the  broker-dealer may sell the pledged shares of common
stock pursuant to this  prospectus.  Any securities  covered by this  prospectus
which  qualify  for sale  pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this  prospectus.  The selling security holders have advised us
that they have not entered into any agreements,  understandings  or arrangements
with any underwriters or broker-dealers  regarding the sale of their securities.
There is no underwriter  or  coordinating  broker acting in connection  with the
proposed sale of shares of common stock the selling security holders.

Although the shares of common stock covered by this prospectus are not currently
being underwritten, the selling security holders or their underwriters, brokers,
dealers or other agents or other  intermediaries,  if any, that may  participate
with the selling  security  holders in any  offering or  distribution  of common
stock may be deemed "underwriters" within the meaning of the Act and any profits
realized or commissions received by them may be deemed underwriting compensation
thereunder.

Under  applicable  rules and  regulations  under the  Exchange  Act,  any person
engaged in a  distribution  of shares of the common stock offered hereby may not
simultaneously  engage in market  making  activities  with respect to the common
stock for a period of up to five days preceding such  distribution.  The selling
security  holders will be subject to the  applicable  provisions of the Exchange
Act and the rules and  regulations  promulgated  thereunder,  including  without
limitation  Regulation M, which provisions may limit the timing of purchases and
sales by the selling security holders.

In  order  to  comply  with  certain  state  securities  or blue  sky  laws  and
regulations, if applicable, the common stock offered hereby will be sold in such
jurisdictions only through registered or licensed brokers or dealers. In certain
states, the common stock may not be sold unless they are registered or qualified
for  sale  in  such  state,   or  unless  an  exemption  from   registration  or
qualification is available and is obtained.

                                      -22-
We will bear all costs, expenses and fees in connection with the registration of
the common stock offered hereby. However, the selling security holders will bear
any brokerage or underwriting  commissions and similar selling expenses, if any,
attributable to the sale of the shares of common stock offered  pursuant to this
prospectus.

We have agreed to  indemnify  certain of the selling  security  holders  against
certain  liabilities,  including  liabilities under the Act, or to contribute to
payments  to which any of those  security  holders  may be  required  to make in
respect thereof.

There can be no assurance that the selling  securityholders will sell any or all
of the securities offered by them hereby.

                                  LEGAL MATTERS

        The  legality of the common  stock to be offered  hereby has been passed
upon for NovaDel by Ellenoff Grossman & Schole LLP.

                                     EXPERTS

        The balance  sheet of NovaDel as of July 31, 2003 and the  statements of
operations,  changes in capital  deficiency and cash flows for each of the years
in the  two-year  period ended July 31, 2003  incorporated  by reference in this
registration statement have been audited by Wiss & Company, LLP. These financial
statements  have been  incorporated  herein by  reference  in reliance  upon the
report of Wiss & Company, LLP, and upon their authority as experts in accounting
and auditing.

                                      -23-
--------------------------------------------------------------------------------

NO PERSON  HAS BEEN  AUTHORIZED  TO GIVE
ANY   INFORMATION   OR   TO   MAKE   ANY
REPRESENTATIONS,    OTHER   THAN   THOSE
CONTAINED   IN   THIS   PROSPECTUS,   IN
CONNECTION   WITH  THE   OFFERING   MADE
HEREBY,  AND,  IF GIVEN  OR  MADE,  SUCH           6,950,000  SHARES
INFORMATION OR  REPRESENTATION  MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED          NOVADEL PHARMA INC.
BY  THE  COMPANY  OR ANY  OTHER  PERSON.
NEITHER THE DELIVERY OF THIS  PROSPECTUS             COMMON STOCK
NOR ANY SALE MADE HEREUNDER  SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT  THERE  HAS BEEN NO  CHANGE  IN THE
AFFAIRS  OF THE  COMPANY  SINCE THE DATE
HEREOF.   THIS   PROSPECTUS   DOES   NOT
CONSTITUTE   AN   OFFER  TO  SELL  OR  A
SOLICITATION  OF AN  OFFER  TO  BUY  ANY
SECURITIES  OFFERED  HEREBY BY ANYONE IN
ANY  JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION  IS  NOT  AUTHORIZED  OR IN
WHICH THE  PERSON  MAKING  SUCH OFFER OR
SOLICITATION  IS NOT  QUALIFIED TO DO SO
OR TO ANY PERSON TO WHOM IT IS  UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.

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

     ----------------------------             ----------------------------
           TABLE OF CONTENTS                       P R O S P E C T U S
     ----------------------------             ----------------------------

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

-----------------------------------------
Prospectus Summary .....................1
-----------------------------------------
Where You Can Find More Information ....2
-----------------------------------------
Documents Incorporated By Reference ....3
-----------------------------------------
The Company ............................4
-----------------------------------------
Forward Looking Statements .............5
-----------------------------------------
Risk Factors ...........................6            JUNE 18, 2004
-----------------------------------------
Use of Proceeds .......................18
-----------------------------------------
Selling Stockholders ..................19
-----------------------------------------
Plan of Distribution ..................22
-----------------------------------------
Legal Matters .........................23
-----------------------------------------
Experts ...............................23
-----------------------------------------
--------------------------------------------------------------------------------

                                      -24-
PART II
                                     -------

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3  INCORPORATION OF DOCUMENTS BY REFERENCE

        Included in Part I of this registration statement.

ITEM 4  DESCRIPTION OF SECURITIES

      The  description  of  the  common  stock  contained  in  our  Registration
Statement  (File No.  333-112852)  on Form SB-2/A filed with the  Commission  on
March 25, 2004 and  declared  effective by the  Commission  on March 29, 2004 is
hereby incorporated by reference.

ITEM 5  INTERESTS OF NAMED EXPERTS AND COUNSEL

        N/A

ITEM 6  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law (the "GCL") empowers a
corporation  to indemnify its  directors and officers and to purchase  insurance
with  respect to  liability  arising out of the  performance  of their duties as
directors  and  officers.  The GCL  provides  further  that the  indemnification
permitted  thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's  by-laws, any
agreement, vote of stockholders or otherwise.

      Article Ninth of our Certificate of Incorporation  eliminates the personal
liability  of directors  to the fullest  extent  permitted by Section 102 of the
GCL.  Article Tenth  provides for  indemnification  of all persons whom we shall
have the power to indemnify pursuant to Section 145 of the GCL.

      The effect of the foregoing is to require NovaDel to the extent  permitted
by law to indemnify  the officers and directors of NovaDel for any claim arising
against such persons in their  official  capacities if such person acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best  interests  of  NovaDel,  and,  with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe his conduct was unlawful. Insofar
as  indemnification  for  liabilities  arising under the Act may be permitted to
directors,  officers or persons  controlling  NovaDel  pursuant to the foregoing
provisions,  we have been informed that in the opinion of the  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.  We currently have liability insurance coverage for our
officers and directors.

      In addition to such other  rights of  indemnification  as they may have as
directors or as members of the committee  (the  "Committee")  administering  our
1998 Stock Option Plan (the "Plan"),  under the terms of the Plan the members of
the Committee shall be indemnified by NovaDel  against the reasonable  expenses,
including  attorney's fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding,  or in connection with any appeal
therein,  to which  they or any of them may be a party by reason  of any  action
taken or  failure  to act under or in  connection  with the Plans or any  option
granted  thereunder,  and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent  legal counsel  selected by
NovaDel) or paid by them in satisfaction of a judgment in any such action,  suit
or proceeding, except in relation to matters as to which it shall be adjudged in
such action,  suit or proceeding that such Board member is liable for negligence
or misconduct in the performance of his duties.

                                      II-1
Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors,  officers or persons controlling NovaDel pursuant to the
foregoing  provisions,  NovaDel  has been  informed  that in the  opinion of the
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

ITEM 7  EXEMPTION FROM REGISTRATION CLAIMED

      All shares of common  stock  registered  hereunder  for reoffer or resale,
have been or will be issued  upon  exercise of options  granted  pursuant to the
Registrant's 1998 Stock Option Plan, and its Non-Plan Executive,  Consultant and
Director  Options.  The options are  non-transferable  and the underlying shares
were and will be issued in transactions  not involving a public  offering.  Upon
exercise of an option, the optionee is required to execute an undertaking not to
resell such shares  except  pursuant to an effective  registration  statement or
other  exemption  under  the  Act,  a  restrictive   legend  is  placed  on  the
certificates  for the shares of common stock  purchased  and transfer  stops are
placed  against such  certificates.  Such shares may only be reoffered  and sold
pursuant to  registration  under the Act or pursuant to an applicable  exemption
under  the  Act.  As a  result,  such  offers  and  sales  are  exempt  from the
registration  requirements of the Act pursuant to the provisions of Section 4(2)
of the Act.

ITEM 8  EXHIBITS

NUMBER     DESCRIPTION

4.1        Registrant's 1998 Stock Option Plan, as
           amended to date
4.2        Form of Stock Option Agreement for 1998
           Stock Option Plan
4.3        Form of Non-Plan Stock Option Agreement
5.1        Opinion of Ellenoff Grossman & Schole LLP
23.1       Consent of Wiss & Company, LLP
23.2       Consent of Ellenoff Grossman & Schole
           LLP (included in Exhibit 5.1)

ITEM 9:  UNDERTAKINGS

      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  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.

      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-2
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-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Flemington, New Jersey, on June 18, 2004.

                               NOVADEL PHARMA INC.

                               By: /s/ Gary A. Shangold
                                   ---------------------------------------------
                               Name: Gary A. Shangold, M.D.
                               Title: President and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the dates indicated.

NAME                                  TITLE                            DATE

/s/ Gary A. Shangold            President, Chief Executive       June 18, 2004
-----------------------------   Officer (Principal Executive
Gary A. Shangold, M.D.          Officer) and Director

/s/ Donald J. Deitman           Chief Financial Officer          June 18, 2004
-----------------------------   (Principal Financial Officer)
Donald J. Deitman

/s/ Robert F. Schaul            Secretary and Director           June 18, 2004
-----------------------------
Robert F. Schaul

/s/ William F. Hamilton         Director                         June 18, 2004
-----------------------------
William F. Hamilton

/s/ Lawrence J. Kessel          Director                         June 18, 2004
-----------------------------
Lawrence J. Kessel

/s/ Charles Nemeroff            Director                         June 18, 2004
-----------------------------
Charles Nemeroff, M.D., Ph.D.

/s/ Robert G. Savage            Director                         June 18, 2004
-----------------------------
Robert G. Savage

                                      II-3
EXHIBIT INDEX

NUMBER    DESCRIPTION

4.1       Registrant's 1998 Stock Option Plan, as amended
          to date
4.2       Form of Stock Option Agreement for 1998 Stock
          Option Plan
4.3       Form of Non-Plan Stock Option Agreement
5.1       Opinion of Ellenoff Grossman & Schole LLP
23.1      Consent of Wiss & Company, LLP
23.2      Consent of Ellenoff Grossman & Schole LLP
          (included in Exhibit 5.1)