As filed with the Securities and Exchange Commission on June 27, 2002
      ---------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           LIFE MEDICAL SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                            14-1745197
 (State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              identification no.)

                                  P.O. Box 219
                         Little Silver, New Jersey 07739
               (Address of principal executive offices) (Zip code)


                           LIFE MEDICAL SCIENCES, INC.
                      2001 NON-QUALIFIED STOCK OPTION PLAN
                            (full title of the plan)


                            Mr. Robert P. Hickey, CEO
                           Life Medical Sciences, Inc.
                                  P.O. Box 219
                         Little Silver, New Jersey 07739
                     (Name and address of agent for service)

                                 (732) 728-1769
          (Telephone number, including area code, of agent for service)


                                    Copy to:
                            Keith M. Moskowitz, Esq.
                        Ehrenreich Eilenberg & Krause LLP
                         11 East 44th Street, 17th Floor
                            New York, New York 10017
                                 (212) 986-9700



<PAGE>
                         Calculation of Registration Fee
                         -------------------------------
<TABLE>
<CAPTION>
Title of securities to   Amount to be       Proposed maximum           Proposed maximum            Amount of
 be registered           registered(1)   offering price per unit   aggregate offering price    registration fee
-----------------------  -------------  -------------------------  ------------------------- ------------------
<S>                           <C>                   <C>                        <C>                        <C>
Common Stock
($.001 par value per
 share)                   4,043,000(2)  $               0.1300(4)  $                 525,590  $           48.36
-----------------------  -------------  -------------------------  -------------------------  -----------------
Common Stock              5,200,000(3)  $                 0.1200   $                 624,000  $           57.41
-----------------------  -------------  -------------------------  -------------------------  -----------------
Common Stock                114,000(3)  $                 0.1600   $                  18,240  $            1.68
-----------------------  -------------  -------------------------  -------------------------  -----------------
Common Stock                225,000(3)  $                 0.1900   $                  42,750  $            3.93
-----------------------  -------------  -------------------------  -------------------------  -----------------
Common Stock                 50,000(3)  $                 0.2000   $                  10,000  $            0.92
-----------------------  -------------  -------------------------  -------------------------  -----------------
Common Stock                368,000(3)  $                 0.2600   $                  95,680  $            8.80
-----------------------  -------------  -------------------------  -------------------------  -----------------
TOTAL                      10,000,000                              $               1,316,260   $         121.10
-----------------------  -------------  -------------------------  -------------------------  -----------------
</TABLE>

(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     indeterminable  number of additional shares as may become issuable pursuant
     to  terms  designed  to prevent dilution resulting from stock splits, stock
     dividends  or  similar  events.

(2)  Represents shares of common stock reserved for issuance pursuant to options
     available  for grant under the registrant's 2001 Non-Qualified Stock Option
     Plan  (the  "Option  Plan").

(3)  Represents  shares  of common stock issuable upon exercise of non-qualified
     stock  options  granted  under  the  Option  Plan.

(4)  Estimated  solely  for  the purposes of calculating the registration fee in
     accordance with Rule 457(c) and (h) based on the average of the closing bid
     and  ask  prices  as  of  June 24, 2002, a date which is five business days
     prior  to  the  filing  of  this  registration  statement.


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE
                                ----------------

     As  permitted  by the rules of the Securities and Exchange Commission, this
Registration  Statement  omits  the information specified in Part I of Form S-8.
Documents  containing  the  information specified in Part I will be delivered to
participants  in the plans covered by this Registration Statement as required by
Rule  428(b)(1)  promulgated  under the Securities Act of 1933, as amended. Such
documents  are  not  being  filed with the Securities and Exchange Commission as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant  to  Rule  424  of  such  Act.














                                       I-1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  By  Reference.

     The  following  documents or portions thereof, as filed with the Securities
and  Exchange  Commission  by  the  registrant,  Life  Medical Sciences, Inc., a
Delaware corporation (the "Registrant"), pursuant to the Securities Exchange Act
of  1934, as amended (the "Exchange Act"), are incorporated by reference in this
registration  statement:

(1)  the Registrant's Annual Report on Form 10-K for the year ended December 31,
     2001,  as  amended;

(2)  the  Registrant's Definitive Proxy Statement on Schedule 14A filed April 4,
     2002;

(3)  the  Registrant's  Quarterly  Report  on  Form 10-QSB for the quarter ended
     March  31,  2002,  as  amended;  and

(4)  the  description  of  the  Common  Stock, par value $.001 per share, of the
     Registrant contained in the section entitled "Description of Securities" of
     the  Registrant's  Registration  Statement  on Form S-1 (File No. 33-49008)
     (which  is  incorporated  by  reference  in  Item  1  of  the  Registrant's
     Registration  Statement  on  Form  8-A  filed pursuant to Section 12 of the
     Exchange  Act).

All  documents  filed  by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d)  of the Exchange Act subsequent to the effective date of this Registration
Statement  and prior to the filing of a post-effective amendment which indicates
that  all  securities offered have been sold or which deregisters all securities
then  remaining  unsold,  shall be deemed to be incorporated by reference in the
Registration  Statement  and  to  be a part thereof from the date of filing such
documents.  Any  statement  contained  herein  or  in  a  document  or  report
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified  or  superseded  for  all  purposes  to the extent that a statement
contained  herein  or  in  any  subsequently  filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  statement so modified or superseded shall not be deemed, except
as  modified or superseded, to constitute a part of this registration statement.

Item  4.  Description  of  Securities.

Not  Applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel.

Not  Applicable

Item  6.  Indemnification  of  Directors  and  Officers.

Section  145  of  the Delaware General Corporation Law generally provides that a
corporation  is  empowered  to  indemnify  any person who is made a party to any
threatened,  pending  or  completed  action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or  is  or  was  serving,  at  the  request  of  the corporation, in any of such
capacities  of  another  corporation  or  other  enterprise,  if  such director,
officer,  employee  or  agent  acted in good faith and in a manner he reasonably
believed  to be in or not opposed to the best interests of the corporation, and,
with  respect  to  any criminal action or proceeding, had no reasonable cause to
believe  his conduct was unlawful. This statute describes in detail the right of
the  registrant  to  indemnify  any  such  person.

                                   II-1

<PAGE>
Article  TENTH  of the Restated Certificate of Incorporation (as amended) of the
Registrant provides generally for mandatory indemnification of the directors and
officers  of  the Corporation to the fullest extent permitted under the Delaware
General  Corporation  Law and permits indemnification for all other persons whom
the  Registrant  is  empowered  to  indemnify.

Pursuant  to  Article  VIII  of  the  Registrant's  By-Laws,  the Registrant may
indemnify,  to  the fullest extent permitted by the Delaware General Corporation
Law,  any person, including officers and directors, with regard to any action or
proceeding.

The  Registrant  has  entered into indemnification agreements with its directors
and  officers.  The  agreements  provide  that the Registrant will indemnify the
indemnitee  to  the fullest extent permitted by applicable law against expenses,
including  reasonable  attorneys'  fees, judgments, penalties, fines and amounts
paid  in  settlement  actually and reasonably incurred by him in connection with
any  civil  or  criminal  action or administrative proceeding arising out of his
performance  of his duties as a director or officer of the Registrant other than
an  action initiated by a director of officer. Such indemnification is available
if  the indemnitee acted in good faith and in a manner he reasonably believed to
be  in,  or  not  opposed  to,  the  best interests of the Registrant, and, with
respect  to  any criminal action, had no reasonable cause to believe his conduct
was  unlawful.

Under  each  indemnification agreement, the entitlement of a director or officer
to  indemnification  shall  be  determined  by  a  majority  vote of a quorum of
disinterested  directors,  or  if  such  quorum  either  is not obtainable or so
directs,  by  independent  counsel  or by the stockholders of the Registrant, as
determined  by  such  quorum  of  disinterested  directors.  Under  certain
circumstances,  a  party  to  the indemnification agreement will be conclusively
presumed  to  have  met  the applicable statutory standard of conduct unless the
Registrant's  Board  of  Directors,  stockholders  or  independent legal counsel
determine that the relevant standard has not been met. If a change of control of
the  Registrant  has  occurred,  the  entitlement of such director or officer to
indemnification  shall  be  determined  by  independent counsel selected by such
director  or  officer,  unless such director or officer requests that either the
Board  of  Directors  or  the  stockholders  make  such  determination.

The  Registrant's  Restated Certificate of Incorporation (as amended) eliminates
in  certain  circumstances  the  liability  of  directors  of the Registrant for
monetary damages for breach of their fiduciary duty as directors. This provision
does  not eliminate the liability of a director (i) for breach of the director's
duty  of  loyalty  to  the  Registrant  or  its  stockholders,  (ii) for acts or
omissions  by  the  director  not  in  good  faith  or which involve intentional
misconduct  or  a  knowing  violation  of  law,  (iii)  for willful or negligent
declaration  of  an  unlawful dividend, stock purchase or redemption or (iv) for
transactions  from  which  the  director  derived  an improper personal benefit.

Pursuant  to Section 145 of the Delaware General Corporation Law, the Registrant
has  purchased  insurance  on  behalf  of its directors and officers against any
liability  asserted  against or incurred by them in such capacity or arising out
of  their  status  as  such.

Item  7.  Exemption  From  Registration  Claimed.

Not  Applicable.

                                   II-2
<PAGE>

Item  8.  Exhibits.

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

    Exhibit  No.                          Document
                                          --------

     4.1                 2001  Non-Qualified  Stock  Option  Plan  of  the
                         Registrant  ("Option  Plan").

     4.2                 Specimen  Common Stock Certificate. (Incorporated by
                         reference  to  Exhibit  4.2  contained  in  the
                         Registrant's  registration  statement  on  S-1,
                         Registration  No.  33-49008).

     4.3                 Form  of  Stock  Option  Agreement  under
                         the  Option  Plan.

     5.1                 Opinion  of  Ehrenreich  Eilenberg  &  Krause  LLP.

     23.1                Consent  of  Ehrenreich  Eilenberg  &  Krause  LLP.
                         (Included  in Exhibit  5.1).

     23.2                Consent  of  Eisner LLP.

     24.1                Powers of Attorney. (Included on the signature page
                         of  this  Registration  Statement).

Item  9.  Undertakings.

(a)  The  undersigned  Registrant  hereby  undertakes:

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

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

(ii)  To  reflect  in  the  prospectus  any  facts  or  events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement;

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information in the registration statement; provided,
however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic  reports  filed  with or furnished to the Securities and
Exchange  Commission  by  the  Registrant pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act  of  1934  that  are  incorporated by reference in the
registration  statement;

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

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

(b)  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 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.

(c)  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-4
<PAGE>

                                EXPLANATORY NOTE
                                ----------------


     The  Prospectus  that  is  being filed with this Registration Statement has
been  prepared  in  accordance with the requirements of General Instruction C to
Form  S-8  and  Part I of Form S-3, and may be used for reofferings of shares of
common  stock  of  the  Registrant identified in such Prospectus that constitute
"control  securities"  (within  the  meaning  of  such  General Instruction C).










                                       I-2
<PAGE>
                           LIFE MEDICAL SCIENCES, INC.

                                  Common Stock
                        ________________________________


     The  selling  security holders identified in this prospectus may sell, from
time  to  time, up to 4,725,000 shares of our common stock. The selling security
holders may acquire these shares in the future pursuant to certain stock options
that  we  have  granted  to  them.  These  shares may be acquired by the selling
security  holders,  and  sold  by  them,  over  an  extended  period  of  time.

The  selling  security  holders  may  sell  shares:

-    in  the  over-the-counter  market,  in privately negotiated transactions or
     otherwise;

-    directly to purchasers or through agents, brokers, dealers or underwriters;
     and

-    at  market prices prevailing at the time of sale, at prices related to such
     prevailing  market  prices,  or  at  negotiated  prices.

Our  common  stock is traded on the Nasdaq Over-the-Counter Bulletin Board under
the  symbol  "CHAI".

     INVESTING  IN  OUR  SECURITIES  INVOLVES  CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING  ON  PAGE  3.

     NEITHER  THE  SECURITIES  AND  EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR COMPLETE, AND ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.


                  The date of this prospectus is June 27, 2002.




<PAGE>
             CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

          Certain statements contained in, or incorporated by reference in, this
prospectus are forward-looking in nature. Such forward-looking statements can be
identified  by  the  use  of  forward-looking  terminology  such  as "believes,"
"expects,"  "may," "will," "should," or "anticipates" or the negative thereof or
comparable  terminology,  or  by discussions of strategy. You are cautioned that
our  business and operations are subject to a variety of risks and uncertainties
and, consequently, our actual results may materially differ from those projected
by  any  forward-looking statements. Certain of such risks and uncertainties are
discussed  below  under  the  heading  "Risk  Factors". We make no commitment to
publicly  release  the  results  of  any  revisions  to  these  forward-looking
statements  that  may  be made to reflect events or circumstances after the date
hereof  or  to  reflect  the occurrence  of  unanticipated  events.

                       WHERE YOU CAN FIND MORE INFORMATION

     We  file reports, proxy statements and other information with the SEC. Such
reports,  proxy  statements  and other information can be read and copied at the
SEC's  Public  Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Room.  The  SEC also maintains an internet site at http://www.sec.gov
that  contains  reports,  proxy and information statements and other information
regarding  issuers that file electronically with the SEC, including our company.

                           INCORPORATION BY REFERENCE

     The  SEC allows us to "incorporate by reference" the documents that we file
with  the  SEC.  This means that we can disclose important information to you by
referring  to  those documents. Any information we incorporate in this manner is
considered  part  of this prospectus. Any information we file with the SEC after
the  date  of  this  prospectus  will  automatically  update  and  supersede the
information  contained  in  this  prospectus.

     We incorporate by reference the following documents that we have filed with
the  SEC  and  any  filings  that  we will make with the SEC in the future under
Sections  13(a),  13(c),  14 or 15(d) of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  until  this  offering  is  completed:

-    Annual  Report  on  Form  10-K  for  the  year  ended December 31, 2001, as
     amended;

-    Definitive  Proxy  Statement  on  Schedule  14A  filed  April  4,  2002;

-    Quarterly  Report  on  Form 10-QSB for the quarter ended March 31, 2002, as
     amended;  and

-    Description  of  the  Common  Stock,  par  value  $.001  per  share, of the
     Registrant contained in the section entitled "Description of Securities" of
     the  Registrant's  Registration  Statement  on Form S-1 (File No. 33-49008)
     (which  is  incorporated  by  reference  in  Item  1  of  the  Registrant's
     Registration  Statement  on  Form  8-A  filed pursuant to Section 12 of the
     Exchange  Act).

     We will provide without charge, upon written or oral request, a copy of any
or all of the documents that are incorporated by reference into this prospectus.
Requests  should  be directed to: Life Medical Sciences, Inc., Attention: Robert
Hickey,  P.O.  Box 219, Little Silver, New Jersey 07739, telephone number: (732)
728-1769.

                           LIFE MEDICAL SCIENCES, INC.

     We  are  a  biomaterials  company  engaged  in  the  development  and
commercialization  of  innovative  and  cost-effective  medical  devices  for
therapeutic applications.  Products under development, all of which are based on
our  proprietary, bioresorbable polymer technology, are medical devices designed
to  prevent or reduce the formation of adhesions (scar tissue) following a broad
range  of  surgical  procedures.

     Our  mailing address is P.O. Box 219, Little Silver, New Jersey 07739.  Our
telephone  number  is  (732)  728-1769.

                                        2
<PAGE>
                                  RISK FACTORS

     In addition to the other information in this document, you should carefully
consider  the  following  factors  before  making  an  investment.

RISK THAT TECHNOLOGIES OR PROPOSED PRODUCTS WILL NEVER BE SUCCESSFULLY DEVELOPED

     Our  polymer  technology  and proposed products are still under development
and  are  subject  to  the  risks  of failure inherent in the development of new
technologies  and products based on new technologies. Our polymer technology and
proposed  products  will  require  significant further research, development and
testing,  including extensive clinical testing and regulatory approval, prior to
commercial  use.  Unsuccessful  results  from  clinical  trials  of our proposed
products  or  adverse  findings  with  respect to these products could adversely
affect some or all of our proposed products. No assurance can be given that such
proposed  products  will  prove  to  be safe, efficacious and non-toxic, receive
requisite  regulatory approvals, demonstrate substantial therapeutic benefit, be
commercialized  on  a  timely  basis,  experience  no  design  or  manufacturing
problems, be manufactured on a large scale, be economical to market, be accepted
by  the  marketplace, or generate sufficient revenues to support future research
and  development  programs.  In  addition,  no  assurance  can  be  given  that
proprietary  rights  of  third  parties  will not preclude us from marketing our
proposed  products  or that third parties will not market superior or equivalent
products.

RISKS  ASSOCIATED  WITH  UNCERTAINTIES  OF  CLINICAL  TRIALS

     We  are  required  to  obtain  approval from the FDA prior to marketing our
proposed  therapeutic  products in the United States and the approval of foreign
regulatory  authorities  to  commercialize  our  proposed  products  in  other
countries.  To  obtain  such  approvals, we are required to prove the safety and
efficacy  of  our  proposed  products  through extensive preclinical studies and
clinical trials. We are in various stages of such testing. The completion of any
of  our  clinical  trials  is  dependent upon many factors including the rate of
patient  enrollment  and the heterogeneity of the patients and indications to be
treated.  Delays in patient enrollment, as well as the heterogeneity of patients
and indications to be treated, may result in increased trial costs and delays in
FDA  submissions,  which  could  have a material adverse effect on our business.

     A  number  of  companies in the biotechnology and pharmaceutical industries
have  suffered  significant  setbacks  in  clinical  trials,  even after showing
promising  results  in  earlier  studies  or  trials.  Although we have obtained
favorable  results to date in preclinical studies and clinical trials of certain
of  our  proposed  products,  such results may not be predictive of results that
will  ultimately  be  obtained  in  or  throughout  such preclinical studies and
clinical  trials.  There can be no assurance that we will not encounter problems
in  our  clinical  trials  that  will  cause us to delay or suspend our clinical
trials,  that  the clinical trials of its proposed products will be completed at
all,  that  such  testing  will ultimately demonstrate the safety or efficacy of
such  proposed  products  or  that any proposed products will receive regulatory
approval  on  a  timely  basis, if at all.  If any such problems occur, it could
have  a  material  adverse  affect  on  our  business.

CAPITAL  NEEDS;  UNCERTAINTY  OF  ADDITIONAL  FUNDING; GOING CONCERN EMPHASIS IN
AUDITORS  REPORT;  LOSS  ON  SALE  OR  MERGER

As  a  result  of  our limited capital resources, our auditors have indicated in
their  report that there is substantial doubt about our ability to continue as a
going  concern.  Based  on  our  existing  plan of operation, we project that we
should  have  sufficient  cash  to fund operations only through the remainder of
2002. We will be required to raise substantial additional funds to fund existing
operations,  continue to conduct necessary research and development, preclinical
studies  and  clinical  trials,  to  commercialize  our

                                        3
<PAGE>
proposed  products,  and  to fund the growth that is expected to occur if any of
our proposed products are approved for marketing. We are seeking such additional
funding  through  collaborative  arrangements with strategic partners, licensing
arrangements  for  certain  of  our  proposed products, and additional public or
private  financings,  including  equity  financings.  Any  additional  equity
financings  may be dilutive to stockholders. There can be no assurance that such
arrangements or financings will be available as needed or on terms acceptable to
us.  Insufficient funds may require us to delay, scale back or eliminate some or
all  of our research and development programs, or require us to license to third
parties  certain  products  or  technologies  that  we  would  otherwise seek to
commercialize  ourselves. If we are not able to raise additional funds as needed
to  continue  our research and development programs, it may become necessary for
us  to  attempt  to  be  merged  or  sold in whole or in part with or to another
entity. There can be no assurance that such a sale or merger would be available,
but  if  it  were,  the  proceeds  to us or our stockholders from such a sale or
merger could be substantially less than the amount invested by our stockholders,
resulting  in significant losses to such stockholders on their investment in our
securities.

LIMITED  OPERATING  HISTORY;  HISTORY  OF  LOSSES

     We  have  a  limited  history  of  operations  that, to date, has consisted
primarily  of  research,  development  and  testing  of our technologies and the
commercialization  of  CLINICEL  and the Sure-Closure System. With the exception
of  the  third  quarter  of  1994, when the gain on the sale of the Sure-Closure
System  was  realized,  and  the  first  quarter  of 1999, when other income was
recorded  related  to  the  reduction  of  prior  period  debt, we have incurred
significant  net  losses from inception. We experienced net losses of  $955,000,
$520,000  and  $728,000  for  the  years ended December 31, 1999, 2000 and 2001,
respectively.  At  December  31,  2001,  we  had  an  accumulated  deficit  of
$37,636,000  which  has  increased  since  that  date.  Although  recent capital
constraints  have  reduced  spending levels, we continue to expend financial and
other  resources  on  (i)  research,  development  and  testing  of  its polymer
technology  and proposed products utilizing this technology and (ii) general and
administrative  expenses.  We expect to incur additional losses as our research,
development  and preclinical studies and clinical trials continue to expand. Our
ability to achieve a profitable level of operations is dependent on successfully
completing  the  development  of  our  proposed  products,  obtaining  required
regulatory  approvals,  and  manufacturing  and  selling  our proposed products.
Accordingly,  the  extent  of  future  losses  and  the time required to achieve
profitability,  if  ever,  is  uncertain. There can be no assurance that we will
achieve  or  sustain  a  profitable  level  of  operations.

NO  ASSURANCE  OF  REGULATORY  APPROVALS;  POTENTIAL  DELAYS

     Our  proposed  products  will  be  subject  to  regulation  by  the FDA and
comparable  agencies in foreign countries. The regulatory approval process often
takes  a  number  of years and requires the expenditure of substantial funds. In
the  United  States,  the  FDA enforces, where applicable, development, testing,
labeling,  manufacturing,  registration,  notification,  clearance  or approval,
marketing,  distribution,  record  keeping  and  reporting  requirements for new
drugs,  medical  devices,  biologics and cosmetics. In addition, there can be no
assurance  that  government  regulations  applicable  to  our  products  or  the
interpretation  of those regulations will not change and thereby prevent us from
marketing  some  or all of our products temporarily or permanently. There can be
no  assurance  that  any  proposed  products that we may develop will be able to
satisfy  the  current  requirements  and  regulations  of  the FDA or comparable
foreign  agencies.  There can be no assurance that clinical testing will provide
evidence  of  safety and efficacy in humans or that regulatory approvals will be
granted  for  any  of  our  proposed  products.

     Manufacturers  of  medical  devices  are required to obtain FDA approval of
their  manufacturing facilities and processes, to adhere to applicable standards
for  manufacturing  practices  and  to  engage  in  extensive record keeping and
reporting.  Failures to obtain or delays in obtaining regulatory approvals would
adversely  affect the manufacturing and marketing of our products, our financial
position  and  our revenues or royalties. When and if approvals are granted, we,
the  approved device, the manufacture of such device and the facilities in which
such device is manufactured are subject to ongoing regulatory review. Subsequent
discovery  of  previously  unknown  problems  may  result  in  restriction  on a

                                        4
<PAGE>
product's  use  or withdrawal of the product from the market. Adverse government
regulation  that  might  arise from future legislative or administrative action,
particularly  as  it relates to healthcare reform and product pricing, cannot be
predicted.

PATENTS  AND  PROPRIETARY  RIGHTS; NO ASSURANCE OF ENFORCEABILITY OR SIGNIFICANT
COMPETITIVE  ADVANTAGE

Our  success  will  depend  heavily  on  our ability to obtain and retain patent
protection  for our polymer technology and other products, to preserve our trade
secrets  and  to  operate  without  infringing  the  proprietary rights of third
parties.  We own five United States patents, one Australian patent, one Canadian
patent  and  one Israeli patent relating to our polymer technology. In addition,
we  have  has  filed  for  patents  in a number of countries and intends to file
additional  patent  applications  in  other countries. There can be no assurance
that  the  claims in the pending patent applications will issue as patents, that
any issued patents will provide us with significant competitive advantages, that
challenges  will not be instituted against the validity or enforceability of any
patent  we  own, or, if instituted, that such challenges will not be successful.
The  cost  of  litigation  to  uphold the validity and prevent infringement of a
patent  can  be  substantial. Furthermore, there can be no assurance that others
will  not  independently develop similar or superior technologies, duplicate our
technologies or design around the patented aspects of our technologies. We could
incur  substantial  costs  in  proceedings  before  the United States Patent and
Trademark Office, including interference proceedings. The proceedings could also
result  in adverse decisions as to the patentability of our licensed or assigned
inventions.  Further,  there  can be no assurance that we will not infringe upon
prior  or  future  patents  owned  by  others,  that we will not need to acquire
licenses  under patents belonging to others for technology potentially useful or
necessary  to our business, or that such licenses will be available to us, if at
all,  on  terms we deem acceptable. Moreover, there can be no assurance that any
patent  issued  to  or  licensed  by us will not be infringed by others. Lastly,
there can be no assurance that third parties will not bring suits against us for
patent  infringement  or  for  declaratory judgment to have the patents owned or
licensed  by  us  declared  invalid.

We  seek to protect our trade secrets and proprietary know-how, in part, through
confidentiality  agreements  with  our  employees,  consultants,  advisors,
collaborators  and  others. There can be no assurance that these agreements will
not  be  violated  by the other parties, that we will have adequate remedies for
any  breach,  or  that  our  trade secrets will not otherwise become known or be
independently  developed  by  competitors.  To  the extent that consultants, key
employees,  third  parties  involved  in  our  projects  or others independently
develop  technological  information,  disputes  may  arise as to the proprietary
rights  to  such  information,  which  may  not  be  resolved  in  our  favor.

DEPENDENCE  ON  REIMBURSEMENT

Successful  commercialization of our proposed products may depend in part on the
availability  of adequate reimbursement from third-party health care payors such
as Medicare, Medicaid and private insurance plans. Reimbursement matters include
both  coverage  issues and payment issues. Questions of coverage raise the issue
of  whether  a  product  will  be  paid for at all and under what circumstances.
Questions  of  payment  relate  to the amount or level of payment. Reimbursement
policies  vary  among payors and may depend on the setting in which a product is
used.

Significant  uncertainty exists as to the reimbursement status of newly approved
health  care  products.  There  can  be  no  assurance that adequate third-party
reimbursement  will  be  available for us to establish and maintain price levels
sufficient  for  realization  of  an  appropriate  return  on  its investment in
developing  new  therapies.  Government  and  other  third-party  payors  are
increasingly  attempting  to contain health care costs by limiting both coverage
and  payment  levels  for new therapeutic products approved for marketing by the
FDA and by refusing, in some cases, to provide any coverage for uses of approved
products  for  disease  indications  for which the FDA has not granted marketing
approval. If adequate coverage and payment levels are not provided by government
and third-party payors for our proposed products, the market acceptance of these
products  would  be  adversely  affected. Failure of our proposed products to be
adequately reimbursed by third-party payors could have a material adverse effect
on  our  business.

                                        5
<PAGE>
UNCERTAIN  MARKET  ACCEPTANCE  OF  PROPOSED  PRODUCTS

Our  future  growth  and  profitability  will  depend,  in  large  part,  on the
acceptance  by  the  medical community of our proposed products. This acceptance
will  be  substantially  dependent  on educating the medical community as to the
full  capabilities, distinctive characteristics, perceived benefits and clinical
efficacy  of the Company's proposed products. There can be no assurance that our
efforts  or  those  of  others  will  be  successful or that any of our proposed
products  will  receive the necessary market acceptance. Failure of our proposed
products  to  gain market acceptance would have a material adverse effect on our
business.

RISK  OF  NOT  OBTAINING  ADDITIONAL  MANUFACTURING  FACILITIES  AND EXPERIENCED
MANUFACTURING  PERSONNEL  AND/OR ESTABLISHING CONTRACT MANUFACTURING ARRANGMENTS
WITH  OTHERS

We  believe  that  we  have  currently  contracted  for sufficient manufacturing
capabilities  to  allow  for  production  of our proposed products in quantities
sufficient to support our anticipated commercial needs and clinical programs. To
be  successful,  however, we must be capable of manufacturing or contracting for
the  manufacture  of  our  products in commercial quantities, in compliance with
regulatory  requirements  and  at  acceptable costs.  We may manufacture certain
products  directly  at  such  time, if ever, that such products are successfully
developed.  We  have no experience with the direct manufacture of these proposed
products.  The  manufacture of these proposed products is complex and difficult,
and  will  require  us to attract and retain experienced manufacturing personnel
and  to  obtain  the  use of a manufacturing facility in compliance with FDA and
other regulatory requirements. There can be no assurance that we will be able to
attract  or  retain experienced personnel, or that we will be able to obtain the
financing  necessary  to  manufacture  these  products  directly.

RISK OF TERMINATION OF, OR LOSS OF RIGHTS TO, TECHNOLOGIES UNDER AGREEMENTS WITH
OTHERS

We  acquired the rights to our technologies pursuant to agreements with research
institutions.  Such  agreements  contain  provisions  requiring  us, among other
things,  to  develop,  commercialize  and/or market products, to achieve minimum
sales  and/or  income  levels  within  certain  periods of time, to meet minimum
funding  requirements  and  to  make  royalty  payments in order to maintain the
patents  and  other  rights  granted  thereunder.  In  addition, the patents and
proprietary  rights  revert  to  the  grantor  on  certain dates and/or upon the
occurrence  of  certain  conditions.  In  light  of our current capital resource
constraints,  there can be no assurance that said conditions will not occur.  In
the  event  that  certain  patents  and proprietary rights were to revert to the
grantor,  it  would  have  a  material  adverse  affect  on  our  business.

COMPETITION  AND  TECHNOLOGICAL  OBSOLENCE

We  are  engaged  in rapidly evolving and highly competitive fields. Competition
from  biotechnology  companies, medical device manufacturers, pharmaceutical and
chemical  companies  and  other  competitors is intense. Many of these companies
have  substantially  greater capital resources, research and development staffs,
facilities  and  experience in obtaining regulatory approvals than us as well as
substantially  more  experience than we have in the manufacturing, marketing and
sale  of  products.  Academic institutions, hospitals, governmental agencies and
other public and private research organizations are also conducting research and
seeking  patent protection and may develop competing products or technologies on
their  own  or  through joint ventures. We believe that our competitive position
will  be  based  on  our  ability to create and maintain scientifically advanced
technology  and  proprietary products, obtain required government approvals on a
timely  basis, develop and manufacture our proposed products on a cost-effective
basis  and  successfully market our products. There can be no assurance that our

                                        6
<PAGE>
current  or  proposed  products  under  development  will  be  able  to  compete
successfully  with  existing  products  or  products  under development by other
companies,  universities  and  other  institutions.

RISK  OF  USING  HAZARDOUS  MATERIALS

Medical  and  biopharmaceutical research and development involves the controlled
use  of hazardous materials. We are subject to federal, state and local laws and
regulations  governing  the  use, manufacture, storage, handling and disposal of
such  materials  and certain waste products. Although we believe that all of our
current  contractors  comply  and  future  contractors  will  comply with safety
procedures  for  handling  and  disposing  of such materials under the standards
prescribed  by  federal,  state  and  local  regulations, the risk of accidental
contamination or injury from those materials cannot be completely eliminated. In
the  event  of  such  an  accident, we could be held liable for any damages that
result  and  any  such  liability  could  exceed  our  resources.

DEPENDENCE  UPON  ATTRACTION  AND  RETENTION  OF  KEY  PERSONNEL AND CONSULTANTS

We  are  dependent  upon  a  limited  number  of  key management, scientific and
technical personnel and consultants. In addition, our future success will depend
in  part  upon  our ability to attract and retain highly qualified personnel. We
compete  for  such  personnel  with  other  companies,  academic  institutions,
government  entities  and other organizations. There can be no assurance that we
will  be  successful  in  hiring  or  retaining qualified personnel. Loss of key
personnel  or  the  inability to hire or retain qualified personnel could have a
material  adverse  effect on our business. In addition, we rely upon consultants
and  advisors  to  assist  us  in  formulating  our  research  and  development
strategies,  testing  and manufacturing and marketing-related issues. All of our
consultants  and  advisors  are  employed  outside  the  company  and  may  have
commitments  or  consulting  or  advisory  contracts  with  other  entities.

RISK  OF  PRODUCT  LIABILITY  CLAIMS;  INSURANCE

Our  business  exposes  us to potential liability risks that are inherent in the
testing,  manufacturing  and  marketing  of  medical  products.  The  use of our
proposed  products  in clinical trials may expose us to product liability claims
and  possible  adverse  publicity.  These  risks  also exist with respect to our
proposed  products,  if  any,  that  receive  regulatory approval for commercial
sales. We currently have product liability insurance coverage for the use of our
proposed  products  in clinical trials.  However, there can be no assurance that
we  will be able to obtain additional insurance coverage at acceptable costs, if
at  all,  or  be able to maintain the current level of insurance. Further, there
can  be  no  assurance  that  a  product  liability  claim  would not materially
adversely  affect us. A product liability or other judgment against us in excess
of  our  insurance  coverage  could  have  a  material  adverse  effect upon our
business.

RISK  INHERENT  IN  INTERNATIONAL  SALES  AND  OPERATIONS

We intend to sell our proposed products outside of the United States, as well as
domestically.  A  number  of  risks  are inherent in international transactions.
International sales and operations may be limited or disrupted by the imposition
of  governmental  controls,  regulation  of  medical  devices  and other medical
products,  export  license  requirements,  political  instability,  trade
restrictions, changes in tariffs, exchange rate fluctuations and difficulties in
managing  international  operations.

ANTI-TAKEOVER  PROVISIONS

Our Restated Certificate of Incorporation, as amended (the "Restated Certificate
of Incorporation") gives us the authority to issue a maximum of 5,000,000 shares
of  preferred  stock ("Preferred Stock") on terms that may be fixed by our Board
of  Directors  without  further  stockholder  action. The terms of any series of
Preferred  Stock  could  adversely  affect  the  rights of holders of our Common
Stock.  The  issuance of Preferred Stock could make the possible takeover of the
company  more  difficult or otherwise dilute the rights of holders of the Common
Stock  and  the market price of the Common Stock. In addition, we are subject to
Delaware  General  Corporation  Law  provisions  that  may  have  the  effect of

                                        7
<PAGE>
discouraging  persons  from  pursuing  a  non-negotiated  takeover  of  us  and
preventing  certain  changes  of  control.

FUTURE  SALES  OF  OUR  SECURITIES  COULD  LOWER  THE STOCK PRICE AND IMPAIR THE
ABILITY  TO  RAISE  FUNDS

The  market price of our securities could drop due to sales of a large number of
our  securities  or the perception that such sales could occur.  Such sales also
might  make  it  more difficult to sell additional securities in the future at a
price  we  deem  appropriate.  Of  the 15,535,650 shares of Common Stock we have
outstanding  as  of  May  15,  2002,  more than 8,000,000 shares are "restricted
shares,"  as  defined  in  Rule  144  of  the  Securities Act, and under certain
circumstances may be sold without registration pursuant to Rule 144.  Additional
shares  of  Common Stock are issuable upon exercise or conversion of outstanding
derivative  securities  as  follows:

-    11,125,000  shares  upon  conversion  of  outstanding  shares  of  Series B
     Preferred  Stock, which shares will automatically convert into Common Stock
     in  March  2003;

-    11,125,000  shares  upon  exercise  of outstanding warrants, exercisable at
     $0.12  per  share  and  expiring  on  June  30,  2002;

-    11,125,000  shares  upon  exercise  of outstanding warrants, exercisable at
     $0.24  per  share  and  expiring  in  March  2004;  and

-    approximately  9,412,160  shares  (including  shares  covered  by  this
     prospectus)  issuable upon exercise of outstanding options issued under and
     outside  the  Company's plans, exercisable at prices ranging from $0.023 to
     $7.00  and  expiring  from  May  2003  to  January  2009.

Holders  of the Series B Preferred Stock and warrants referred to above, as well
as  holders  of 5,000,000 shares of our restricted Common Stock, are entitled to
certain  registration  rights  for  the underlying shares.  Registration of such
shares,  or  even  the perception that such registration might occur, could also
adversely  affect  the  price  of  our  Common  Stock.

POSSIBLE  VOLATILITY  OF  STOCK  PRICE

The  market  price  of our Common Stock has been and is likely to continue to be
highly  volatile.  Factors such as fluctuations in our operating results, and/or
ability  to  obtain  capital,  shortfalls  in  revenue  or  earnings from levels
expected  by  securities  analysts,  outcomes  of clinical trials and regulatory
submissions, announcements of technological innovations or new products by us or
our  competitors, governmental regulations, developments with respect to patents
or  proprietary  rights, litigation, public concern as to the safety of products
we  develop  or  developed  by  others  and general market conditions may have a
significant  adverse  effect  on  the  market  price of our Common Stock and the
Warrants.

                                 USE OF PROCEEDS

     The  shares covered by this prospectus are being offered by certain selling
security  holders  and not by our company. Consequently, we will not receive any
proceeds  from  the  sale  of these shares. However, we may receive the proceeds
from  the  exercise  of  certain  stock  options  as  described  below.

The  shares  that  may  be sold under this prospectus consist of shares that the
selling  security  holders  may  acquire in the future pursuant to certain stock
options  that we have granted to them. In order for a selling security holder to
acquire  any such shares, the selling security holder will be required to pay to
us  the  exercise  price  specified in the relevant option. We intend to use any
proceeds  that  we receive from the exercise of such options for working capital
and  our  general  corporate  purposes.

                                        8
<PAGE>
                            SELLING SECURITY HOLDERS


     The  selling  security holders identified in this prospectus may sell, from
time  to  time,  up to 4,725,000 shares of our common stock. These shares may be
sold  over  an extended period of time. These shares may be acquired pursuant to
options  that  we  granted  under  our  2001  Non-Qualified  Stock  Option Plan.

     The  selling  security  holders  that  may  sell  shares  pursuant  to this
prospectus  are the officers and directors of our company that are identified in
the table below. The table shows the number of shares that each selling security
holder  may  sell  pursuant  to  this  prospectus.  If a selling security holder
transfers  any  of  the  shares  shown  in  the  table,  the  transferee will be
considered  a  selling security holder for purposes of this prospectus, provided
that  (i)  the  transfer  was  a  private  placement  and (ii) the transferee is
identified  in  a  supplement  to  this  prospectus.

Name  and  Position                   Shares  Covered  by  this  Prospectus  (1)
---------------------------          ------------------------------------------

Robert  P.  Hickey
 Chairman, Chief Executive
 Officer, Chief Financial
 Officer and Director                             1,500,000
---------------------------           ------------------------------------------
Edward  Celano
  Director                                           75,000
---------------------------           ------------------------------------------
Richard  Franklin
  Director                                        3,000,000
---------------------------           ------------------------------------------
Walter  Maupay
  Director                                           75,000
---------------------------           ------------------------------------------
Irwin  Rosenthal
  Director                                           75,000
---------------------------           ------------------------------------------
_____________

(1)  Mr.  Hickey  and Messrs. Celano, Maupay and Rosenthal own or have the right
     to  acquire  additional  securities of our company which are not covered by
     this  prospectus: (i) Robert P. Hickey (839,448 shares of common stock that
     may  be  acquired  upon  exercise  of outstanding options), (ii) Mr. Celano
     (397,461  shares of common stock, including 351,877 shares underlying stock
     options  and  22,222  shares  held  by a company controlled by Mr. Celano),
     (iii)  Mr. Maupay (566,775 shares of common stock, including 375,107 shares
     underlying  stock options) and (iv) Mr. Rosenthal (790,422 shares of common
     stock, including 380,490 shares underlying stock options and 406,707 shares
     held  by  a  company  of  which  Mr.  Rosenthal is an officer and principal
     stockholder  (270,000  of  which shares are pledged to a bank as collateral
     for  a  loan)).

                              PLAN OF DISTRIBUTION

The  selling  security  holders  may  sell  shares:

-    in  the  over-the-counter  market,  in privately negotiated transactions or
     otherwise;

-    directly to purchasers or through agents, brokers, dealers or underwriters;
     and

-    at  market prices prevailing at the time of sale, at prices related to such
     prevailing  market  prices,  or  at  negotiated  prices.

                                        9
<PAGE>
     If  a  selling stockholder sells shares through agents, brokers, dealers or
underwriters,  such  persons  may receive compensation in the form of discounts,
commissions  or  concessions.   Such  compensation may be greater than customary
compensation.

     To  the  extent  required, we will use our best efforts to file one or more
supplements to this prospectus to describe any material information with respect
to  the  plan of distribution not previously disclosed in this prospectus or any
material  change  to  such  information.

                                  LEGAL MATTERS

     Certain  legal  matters  relating to the shares of common stock that may be
offered  pursuant  to  this  prospectus will be passed upon for us by Ehrenreich
Eilenberg  &  Krause  LLP,  New  York,  New  York.


                                     EXPERTS

The  financial statements of the Company as of December 31, 2001 and December
31, 2000 and for each of the years in the three-year period ended December 31,
2001 that are included in the Company's 2001 Annual Report on  Form 10-K which
is incorporated by reference in this  Prospectus, have  been  audited  by
Eisner LLP, independent auditors, as indicated in their report with respect
thereto, which expresses substantial doubt about the Company's ability to
continue as a going concern and are incorporated herein by reference in
reliance upon the report of said firm given upon their authority as experts
in  accounting  and  auditing.




                                       10
<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 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  New York, State of New York, on June 26, 2002.

                                        LIFE MEDICAL SCIENCES, INC.

                                        By: /s/  Robert P. Hickey
                                        ----------------------------

                                        Robert  P.  Hickey
                                        CEO, President and Chairman of
                                        the Board of Directors

KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and  appoints Robert P. Hickey his true and lawful attorney-in-fact
and  agent, with full powers of substitution and resubstitution, for him and his
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits thereto,
and  other  documents  in connection therewith, with the Securities and Exchange
Commission,  and  to  make any and all state securities law or blue sky filings,
granting  unto  said  attorney-in-fact and agent, full power and authority to do
and  perform  each and every act and thing requisite and necessary to be done in
and  about  the  premises,  as fully for all intents and purposes as he might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  said
attorney-in-fact  and  agents,  each  acting  alone,  or  his  substitute  or
substitutes,  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

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

Signature                        Title                                          Date
---------                        -----                                          ----
<S>                               <C>                                            <C>

/s/ Robert P. Hickey             CEO, President, and Chairman of            June 26, 2002
-----------------------------    the  Board  of  Directors  (principal
Robert  P.  Hickey               Executive,  financial  and  accounting
                                 officer)

/s/  Edward  A.  Celano          Director                                   June 26, 2002
-----------------------------
Edward  A.  Celano


/s/ Richard L. Franklin, M.D.    Director                                   June 26, 2002
-----------------------------
Richard  L.  Franklin,  M.D.


/s/  Walter  R.  Maupay          Director                                   June 26, 2002
-----------------------------

Walter  R.  Maupay


/s/  Irwin  M. Rosenthal         Director                                   June 26, 2002
-----------------------------
Irwin  M.  Rosenthal

</TABLE>
                                      S-1
<PAGE>

                                        EXHIBIT INDEX

    Exhibit  No.                          Document
                                          --------

     4.1                 2001  Non-Qualified  Stock  Option  Plan  of  the
                         Registrant  ("Option  Plan").

     4.2                 Specimen  Common Stock Certificate. (Incorporated by
                         reference  to  Exhibit  4.2  contained  in  the
                         Registrant's  registration  statement  on  S-1,
                         Registration  No.  33-49008).

     4.3                 Form  of  Stock  Option  Agreement  under
                         the  Option  Plan.

     5.1                 Opinion  of  Ehrenreich  Eilenberg  &  Krause  LLP.

     23.1                Consent  of  Ehrenreich  Eilenberg  &  Krause  LLP.
                         (Included  in Exhibit  5.1).

     23.2                Consent  of Eisner LLP.

     24.1                Powers of Attorney. (Included on the signature page
                         of  this  Registration  Statement).
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 60243}]
{"company-data": {"conformed-name": "LIFE MEDICAL SCIENCES INC", "cik": "0000889428", "assigned-sic": "3842", "irs-number": "141745197", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91386", "film-number": "02689769"}, "business-address": {"street1": "379 THORNALL ST", "city": "EDISON", "state": "NJ", "zip": "08837-2227", "phone": "6094520707"}, "mail-address": {"street1": "379 THORNALL ST", "street2": "15TH FLOOR", "city": "EDISON", "state": "NJ", "zip": "08837-2227"}}
As filed with the Securities and Exchange Commission on June 27, 2002
      ---------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           LIFE MEDICAL SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                            14-1745197
 (State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              identification no.)

                                  P.O. Box 219
                         Little Silver, New Jersey 07739
               (Address of principal executive offices) (Zip code)

                           LIFE MEDICAL SCIENCES, INC.
                      2001 NON-QUALIFIED STOCK OPTION PLAN
                            (full title of the plan)

                            Mr. Robert P. Hickey, CEO
                           Life Medical Sciences, Inc.
                                  P.O. Box 219
                         Little Silver, New Jersey 07739
                     (Name and address of agent for service)

                                 (732) 728-1769
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Keith M. Moskowitz, Esq.
                        Ehrenreich Eilenberg & Krause LLP
                         11 East 44th Street, 17th Floor
                            New York, New York 10017
                                 (212) 986-9700
Calculation of Registration Fee
                         -------------------------------
Title of securities to   Amount to be       Proposed maximum           Proposed maximum            Amount of
 be registered           registered(1)   offering price per unit   aggregate offering price    registration fee
-----------------------  -------------  -------------------------  ------------------------- ------------------
Common Stock
($.001 par value per
 share)                   4,043,000(2)  $               0.1300(4)  $                 525,590  $           48.36
-----------------------  -------------  -------------------------  -------------------------  -----------------
Common Stock              5,200,000(3)  $                 0.1200   $                 624,000  $           57.41
-----------------------  -------------  -------------------------  -------------------------  -----------------
Common Stock                114,000(3)  $                 0.1600   $                  18,240  $            1.68
-----------------------  -------------  -------------------------  -------------------------  -----------------
Common Stock                225,000(3)  $                 0.1900   $                  42,750  $            3.93
-----------------------  -------------  -------------------------  -------------------------  -----------------
Common Stock                 50,000(3)  $                 0.2000   $                  10,000  $            0.92
-----------------------  -------------  -------------------------  -------------------------  -----------------
Common Stock                368,000(3)  $                 0.2600   $                  95,680  $            8.80
-----------------------  -------------  -------------------------  -------------------------  -----------------
TOTAL                      10,000,000                              $               1,316,260   $         121.10
-----------------------  -------------  -------------------------  -------------------------  -----------------
(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     indeterminable  number of additional shares as may become issuable pursuant
     to  terms  designed  to prevent dilution resulting from stock splits, stock
     dividends  or  similar  events.

(2)  Represents shares of common stock reserved for issuance pursuant to options
     available  for grant under the registrant's 2001 Non-Qualified Stock Option
     Plan  (the  "Option  Plan").

(3)  Represents  shares  of common stock issuable upon exercise of non-qualified
     stock  options  granted  under  the  Option  Plan.

(4)  Estimated  solely  for  the purposes of calculating the registration fee in
     accordance with Rule 457(c) and (h) based on the average of the closing bid
     and  ask  prices  as  of  June 24, 2002, a date which is five business days
     prior  to  the  filing  of  this  registration  statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE
                                ----------------

     As  permitted  by the rules of the Securities and Exchange Commission, this
Registration  Statement  omits  the information specified in Part I of Form S-8.
Documents  containing  the  information specified in Part I will be delivered to
participants  in the plans covered by this Registration Statement as required by
Rule  428(b)(1)  promulgated  under the Securities Act of 1933, as amended. Such
documents  are  not  being  filed with the Securities and Exchange Commission as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant  to  Rule  424  of  such  Act.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  By  Reference.

     The  following  documents or portions thereof, as filed with the Securities
and  Exchange  Commission  by  the  registrant,  Life  Medical Sciences, Inc., a
Delaware corporation (the "Registrant"), pursuant to the Securities Exchange Act
of  1934, as amended (the "Exchange Act"), are incorporated by reference in this
registration  statement:

(1)  the Registrant's Annual Report on Form 10-K for the year ended December 31,
     2001,  as  amended;

(2)  the  Registrant's Definitive Proxy Statement on Schedule 14A filed April 4,
     2002;

(3)  the  Registrant's  Quarterly  Report  on  Form 10-QSB for the quarter ended
     March  31,  2002,  as  amended;  and

(4)  the  description  of  the  Common  Stock, par value $.001 per share, of the
     Registrant contained in the section entitled "Description of Securities" of
     the  Registrant's  Registration  Statement  on Form S-1 (File No. 33-49008)
     (which  is  incorporated  by  reference  in  Item  1  of  the  Registrant's
     Registration  Statement  on  Form  8-A  filed pursuant to Section 12 of the
     Exchange  Act).

All  documents  filed  by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d)  of the Exchange Act subsequent to the effective date of this Registration
Statement  and prior to the filing of a post-effective amendment which indicates
that  all  securities offered have been sold or which deregisters all securities
then  remaining  unsold,  shall be deemed to be incorporated by reference in the
Registration  Statement  and  to  be a part thereof from the date of filing such
documents.  Any  statement  contained  herein  or  in  a  document  or  report
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified  or  superseded  for  all  purposes  to the extent that a statement
contained  herein  or  in  any  subsequently  filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  statement so modified or superseded shall not be deemed, except
as  modified or superseded, to constitute a part of this registration statement.

Item  4.  Description  of  Securities.

Not  Applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel.

Not  Applicable

Item  6.  Indemnification  of  Directors  and  Officers.

Section  145  of  the Delaware General Corporation Law generally provides that a
corporation  is  empowered  to  indemnify  any person who is made a party to any
threatened,  pending  or  completed  action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or  is  or  was  serving,  at  the  request  of  the corporation, in any of such
capacities  of  another  corporation  or  other  enterprise,  if  such director,
officer,  employee  or  agent  acted in good faith and in a manner he reasonably
believed  to be in or not opposed to the best interests of the corporation, and,
with  respect  to  any criminal action or proceeding, had no reasonable cause to
believe  his conduct was unlawful. This statute describes in detail the right of
the  registrant  to  indemnify  any  such  person.

                                   II-1
Article  TENTH  of the Restated Certificate of Incorporation (as amended) of the
Registrant provides generally for mandatory indemnification of the directors and
officers  of  the Corporation to the fullest extent permitted under the Delaware
General  Corporation  Law and permits indemnification for all other persons whom
the  Registrant  is  empowered  to  indemnify.

Pursuant  to  Article  VIII  of  the  Registrant's  By-Laws,  the Registrant may
indemnify,  to  the fullest extent permitted by the Delaware General Corporation
Law,  any person, including officers and directors, with regard to any action or
proceeding.

The  Registrant  has  entered into indemnification agreements with its directors
and  officers.  The  agreements  provide  that the Registrant will indemnify the
indemnitee  to  the fullest extent permitted by applicable law against expenses,
including  reasonable  attorneys'  fees, judgments, penalties, fines and amounts
paid  in  settlement  actually and reasonably incurred by him in connection with
any  civil  or  criminal  action or administrative proceeding arising out of his
performance  of his duties as a director or officer of the Registrant other than
an  action initiated by a director of officer. Such indemnification is available
if  the indemnitee acted in good faith and in a manner he reasonably believed to
be  in,  or  not  opposed  to,  the  best interests of the Registrant, and, with
respect  to  any criminal action, had no reasonable cause to believe his conduct
was  unlawful.

Under  each  indemnification agreement, the entitlement of a director or officer
to  indemnification  shall  be  determined  by  a  majority  vote of a quorum of
disinterested  directors,  or  if  such  quorum  either  is not obtainable or so
directs,  by  independent  counsel  or by the stockholders of the Registrant, as
determined  by  such  quorum  of  disinterested  directors.  Under  certain
circumstances,  a  party  to  the indemnification agreement will be conclusively
presumed  to  have  met  the applicable statutory standard of conduct unless the
Registrant's  Board  of  Directors,  stockholders  or  independent legal counsel
determine that the relevant standard has not been met. If a change of control of
the  Registrant  has  occurred,  the  entitlement of such director or officer to
indemnification  shall  be  determined  by  independent counsel selected by such
director  or  officer,  unless such director or officer requests that either the
Board  of  Directors  or  the  stockholders  make  such  determination.

The  Registrant's  Restated Certificate of Incorporation (as amended) eliminates
in  certain  circumstances  the  liability  of  directors  of the Registrant for
monetary damages for breach of their fiduciary duty as directors. This provision
does  not eliminate the liability of a director (i) for breach of the director's
duty  of  loyalty  to  the  Registrant  or  its  stockholders,  (ii) for acts or
omissions  by  the  director  not  in  good  faith  or which involve intentional
misconduct  or  a  knowing  violation  of  law,  (iii)  for willful or negligent
declaration  of  an  unlawful dividend, stock purchase or redemption or (iv) for
transactions  from  which  the  director  derived  an improper personal benefit.

Pursuant  to Section 145 of the Delaware General Corporation Law, the Registrant
has  purchased  insurance  on  behalf  of its directors and officers against any
liability  asserted  against or incurred by them in such capacity or arising out
of  their  status  as  such.

Item  7.  Exemption  From  Registration  Claimed.

Not  Applicable.

                                   II-2
Item  8.  Exhibits.

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

    Exhibit  No.                          Document
                                          --------

     4.1                 2001  Non-Qualified  Stock  Option  Plan  of  the
                         Registrant  ("Option  Plan").

     4.2                 Specimen  Common Stock Certificate. (Incorporated by
                         reference  to  Exhibit  4.2  contained  in  the
                         Registrant's  registration  statement  on  S-1,
                         Registration  No.  33-49008).

     4.3                 Form  of  Stock  Option  Agreement  under
                         the  Option  Plan.

     5.1                 Opinion  of  Ehrenreich  Eilenberg  &  Krause  LLP.

     23.1                Consent  of  Ehrenreich  Eilenberg  &  Krause  LLP.
                         (Included  in Exhibit  5.1).

     23.2                Consent  of  Eisner LLP.

     24.1                Powers of Attorney. (Included on the signature page
                         of  this  Registration  Statement).

Item  9.  Undertakings.

(a)  The  undersigned  Registrant  hereby  undertakes:

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

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

(ii)  To  reflect  in  the  prospectus  any  facts  or  events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement;

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information in the registration statement; provided,
however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic  reports  filed  with or furnished to the Securities and
Exchange  Commission  by  the  Registrant pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act  of  1934  that  are  incorporated by reference in the
registration  statement;

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

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

(b)  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 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.

(c)  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-4
EXPLANATORY NOTE
                                ----------------

     The  Prospectus  that  is  being filed with this Registration Statement has
been  prepared  in  accordance with the requirements of General Instruction C to
Form  S-8  and  Part I of Form S-3, and may be used for reofferings of shares of
common  stock  of  the  Registrant identified in such Prospectus that constitute
"control  securities"  (within  the  meaning  of  such  General Instruction C).

                                       I-2
LIFE MEDICAL SCIENCES, INC.

                                  Common Stock
                        ________________________________

     The  selling  security holders identified in this prospectus may sell, from
time  to  time, up to 4,725,000 shares of our common stock. The selling security
holders may acquire these shares in the future pursuant to certain stock options
that  we  have  granted  to  them.  These  shares may be acquired by the selling
security  holders,  and  sold  by  them,  over  an  extended  period  of  time.

The  selling  security  holders  may  sell  shares:

-    in  the  over-the-counter  market,  in privately negotiated transactions or
     otherwise;

-    directly to purchasers or through agents, brokers, dealers or underwriters;
     and

-    at  market prices prevailing at the time of sale, at prices related to such
     prevailing  market  prices,  or  at  negotiated  prices.

Our  common  stock is traded on the Nasdaq Over-the-Counter Bulletin Board under
the  symbol  "CHAI".

     INVESTING  IN  OUR  SECURITIES  INVOLVES  CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING  ON  PAGE  3.

     NEITHER  THE  SECURITIES  AND  EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR COMPLETE, AND ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.

                  The date of this prospectus is June 27, 2002.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

          Certain statements contained in, or incorporated by reference in, this
prospectus are forward-looking in nature. Such forward-looking statements can be
identified  by  the  use  of  forward-looking  terminology  such  as "believes,"
"expects,"  "may," "will," "should," or "anticipates" or the negative thereof or
comparable  terminology,  or  by discussions of strategy. You are cautioned that
our  business and operations are subject to a variety of risks and uncertainties
and, consequently, our actual results may materially differ from those projected
by  any  forward-looking statements. Certain of such risks and uncertainties are
discussed  below  under  the  heading  "Risk  Factors". We make no commitment to
publicly  release  the  results  of  any  revisions  to  these  forward-looking
statements  that  may  be made to reflect events or circumstances after the date
hereof  or  to  reflect  the occurrence  of  unanticipated  events.

                       WHERE YOU CAN FIND MORE INFORMATION

     We  file reports, proxy statements and other information with the SEC. Such
reports,  proxy  statements  and other information can be read and copied at the
SEC's  Public  Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Room.  The  SEC also maintains an internet site at http://www.sec.gov
that  contains  reports,  proxy and information statements and other information
regarding  issuers that file electronically with the SEC, including our company.

                           INCORPORATION BY REFERENCE

     The  SEC allows us to "incorporate by reference" the documents that we file
with  the  SEC.  This means that we can disclose important information to you by
referring  to  those documents. Any information we incorporate in this manner is
considered  part  of this prospectus. Any information we file with the SEC after
the  date  of  this  prospectus  will  automatically  update  and  supersede the
information  contained  in  this  prospectus.

     We incorporate by reference the following documents that we have filed with
the  SEC  and  any  filings  that  we will make with the SEC in the future under
Sections  13(a),  13(c),  14 or 15(d) of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  until  this  offering  is  completed:

-    Annual  Report  on  Form  10-K  for  the  year  ended December 31, 2001, as
     amended;

-    Definitive  Proxy  Statement  on  Schedule  14A  filed  April  4,  2002;

-    Quarterly  Report  on  Form 10-QSB for the quarter ended March 31, 2002, as
     amended;  and

-    Description  of  the  Common  Stock,  par  value  $.001  per  share, of the
     Registrant contained in the section entitled "Description of Securities" of
     the  Registrant's  Registration  Statement  on Form S-1 (File No. 33-49008)
     (which  is  incorporated  by  reference  in  Item  1  of  the  Registrant's
     Registration  Statement  on  Form  8-A  filed pursuant to Section 12 of the
     Exchange  Act).

     We will provide without charge, upon written or oral request, a copy of any
or all of the documents that are incorporated by reference into this prospectus.
Requests  should  be directed to: Life Medical Sciences, Inc., Attention: Robert
Hickey,  P.O.  Box 219, Little Silver, New Jersey 07739, telephone number: (732)
728-1769.

                           LIFE MEDICAL SCIENCES, INC.

     We  are  a  biomaterials  company  engaged  in  the  development  and
commercialization  of  innovative  and  cost-effective  medical  devices  for
therapeutic applications.  Products under development, all of which are based on
our  proprietary, bioresorbable polymer technology, are medical devices designed
to  prevent or reduce the formation of adhesions (scar tissue) following a broad
range  of  surgical  procedures.

     Our  mailing address is P.O. Box 219, Little Silver, New Jersey 07739.  Our
telephone  number  is  (732)  728-1769.

                                        2
RISK FACTORS

     In addition to the other information in this document, you should carefully
consider  the  following  factors  before  making  an  investment.

RISK THAT TECHNOLOGIES OR PROPOSED PRODUCTS WILL NEVER BE SUCCESSFULLY DEVELOPED

     Our  polymer  technology  and proposed products are still under development
and  are  subject  to  the  risks  of failure inherent in the development of new
technologies  and products based on new technologies. Our polymer technology and
proposed  products  will  require  significant further research, development and
testing,  including extensive clinical testing and regulatory approval, prior to
commercial  use.  Unsuccessful  results  from  clinical  trials  of our proposed
products  or  adverse  findings  with  respect to these products could adversely
affect some or all of our proposed products. No assurance can be given that such
proposed  products  will  prove  to  be safe, efficacious and non-toxic, receive
requisite  regulatory approvals, demonstrate substantial therapeutic benefit, be
commercialized  on  a  timely  basis,  experience  no  design  or  manufacturing
problems, be manufactured on a large scale, be economical to market, be accepted
by  the  marketplace, or generate sufficient revenues to support future research
and  development  programs.  In  addition,  no  assurance  can  be  given  that
proprietary  rights  of  third  parties  will not preclude us from marketing our
proposed  products  or that third parties will not market superior or equivalent
products.

RISKS  ASSOCIATED  WITH  UNCERTAINTIES  OF  CLINICAL  TRIALS

     We  are  required  to  obtain  approval from the FDA prior to marketing our
proposed  therapeutic  products in the United States and the approval of foreign
regulatory  authorities  to  commercialize  our  proposed  products  in  other
countries.  To  obtain  such  approvals, we are required to prove the safety and
efficacy  of  our  proposed  products  through extensive preclinical studies and
clinical trials. We are in various stages of such testing. The completion of any
of  our  clinical  trials  is  dependent upon many factors including the rate of
patient  enrollment  and the heterogeneity of the patients and indications to be
treated.  Delays in patient enrollment, as well as the heterogeneity of patients
and indications to be treated, may result in increased trial costs and delays in
FDA  submissions,  which  could  have a material adverse effect on our business.

     A  number  of  companies in the biotechnology and pharmaceutical industries
have  suffered  significant  setbacks  in  clinical  trials,  even after showing
promising  results  in  earlier  studies  or  trials.  Although we have obtained
favorable  results to date in preclinical studies and clinical trials of certain
of  our  proposed  products,  such results may not be predictive of results that
will  ultimately  be  obtained  in  or  throughout  such preclinical studies and
clinical  trials.  There can be no assurance that we will not encounter problems
in  our  clinical  trials  that  will  cause us to delay or suspend our clinical
trials,  that  the clinical trials of its proposed products will be completed at
all,  that  such  testing  will ultimately demonstrate the safety or efficacy of
such  proposed  products  or  that any proposed products will receive regulatory
approval  on  a  timely  basis, if at all.  If any such problems occur, it could
have  a  material  adverse  affect  on  our  business.

CAPITAL  NEEDS;  UNCERTAINTY  OF  ADDITIONAL  FUNDING; GOING CONCERN EMPHASIS IN
AUDITORS  REPORT;  LOSS  ON  SALE  OR  MERGER

As  a  result  of  our limited capital resources, our auditors have indicated in
their  report that there is substantial doubt about our ability to continue as a
going  concern.  Based  on  our  existing  plan of operation, we project that we
should  have  sufficient  cash  to fund operations only through the remainder of
2002. We will be required to raise substantial additional funds to fund existing
operations,  continue to conduct necessary research and development, preclinical
studies  and  clinical  trials,  to  commercialize  our

                                        3
proposed  products,  and  to fund the growth that is expected to occur if any of
our proposed products are approved for marketing. We are seeking such additional
funding  through  collaborative  arrangements with strategic partners, licensing
arrangements  for  certain  of  our  proposed products, and additional public or
private  financings,  including  equity  financings.  Any  additional  equity
financings  may be dilutive to stockholders. There can be no assurance that such
arrangements or financings will be available as needed or on terms acceptable to
us.  Insufficient funds may require us to delay, scale back or eliminate some or
all  of our research and development programs, or require us to license to third
parties  certain  products  or  technologies  that  we  would  otherwise seek to
commercialize  ourselves. If we are not able to raise additional funds as needed
to  continue  our research and development programs, it may become necessary for
us  to  attempt  to  be  merged  or  sold in whole or in part with or to another
entity. There can be no assurance that such a sale or merger would be available,
but  if  it  were,  the  proceeds  to us or our stockholders from such a sale or
merger could be substantially less than the amount invested by our stockholders,
resulting  in significant losses to such stockholders on their investment in our
securities.

LIMITED  OPERATING  HISTORY;  HISTORY  OF  LOSSES

     We  have  a  limited  history  of  operations  that, to date, has consisted
primarily  of  research,  development  and  testing  of our technologies and the
commercialization  of  CLINICEL  and the Sure-Closure System. With the exception
of  the  third  quarter  of  1994, when the gain on the sale of the Sure-Closure
System  was  realized,  and  the  first  quarter  of 1999, when other income was
recorded  related  to  the  reduction  of  prior  period  debt, we have incurred
significant  net  losses from inception. We experienced net losses of  $955,000,
$520,000  and  $728,000  for  the  years ended December 31, 1999, 2000 and 2001,
respectively.  At  December  31,  2001,  we  had  an  accumulated  deficit  of
$37,636,000  which  has  increased  since  that  date.  Although  recent capital
constraints  have  reduced  spending levels, we continue to expend financial and
other  resources  on  (i)  research,  development  and  testing  of  its polymer
technology  and proposed products utilizing this technology and (ii) general and
administrative  expenses.  We expect to incur additional losses as our research,
development  and preclinical studies and clinical trials continue to expand. Our
ability to achieve a profitable level of operations is dependent on successfully
completing  the  development  of  our  proposed  products,  obtaining  required
regulatory  approvals,  and  manufacturing  and  selling  our proposed products.
Accordingly,  the  extent  of  future  losses  and  the time required to achieve
profitability,  if  ever,  is  uncertain. There can be no assurance that we will
achieve  or  sustain  a  profitable  level  of  operations.

NO  ASSURANCE  OF  REGULATORY  APPROVALS;  POTENTIAL  DELAYS

     Our  proposed  products  will  be  subject  to  regulation  by  the FDA and
comparable  agencies in foreign countries. The regulatory approval process often
takes  a  number  of years and requires the expenditure of substantial funds. In
the  United  States,  the  FDA enforces, where applicable, development, testing,
labeling,  manufacturing,  registration,  notification,  clearance  or approval,
marketing,  distribution,  record  keeping  and  reporting  requirements for new
drugs,  medical  devices,  biologics and cosmetics. In addition, there can be no
assurance  that  government  regulations  applicable  to  our  products  or  the
interpretation  of those regulations will not change and thereby prevent us from
marketing  some  or all of our products temporarily or permanently. There can be
no  assurance  that  any  proposed  products that we may develop will be able to
satisfy  the  current  requirements  and  regulations  of  the FDA or comparable
foreign  agencies.  There can be no assurance that clinical testing will provide
evidence  of  safety and efficacy in humans or that regulatory approvals will be
granted  for  any  of  our  proposed  products.

     Manufacturers  of  medical  devices  are required to obtain FDA approval of
their  manufacturing facilities and processes, to adhere to applicable standards
for  manufacturing  practices  and  to  engage  in  extensive record keeping and
reporting.  Failures to obtain or delays in obtaining regulatory approvals would
adversely  affect the manufacturing and marketing of our products, our financial
position  and  our revenues or royalties. When and if approvals are granted, we,
the  approved device, the manufacture of such device and the facilities in which
such device is manufactured are subject to ongoing regulatory review. Subsequent
discovery  of  previously  unknown  problems  may  result  in  restriction  on a

                                        4
product's  use  or withdrawal of the product from the market. Adverse government
regulation  that  might  arise from future legislative or administrative action,
particularly  as  it relates to healthcare reform and product pricing, cannot be
predicted.

PATENTS  AND  PROPRIETARY  RIGHTS; NO ASSURANCE OF ENFORCEABILITY OR SIGNIFICANT
COMPETITIVE  ADVANTAGE

Our  success  will  depend  heavily  on  our ability to obtain and retain patent
protection  for our polymer technology and other products, to preserve our trade
secrets  and  to  operate  without  infringing  the  proprietary rights of third
parties.  We own five United States patents, one Australian patent, one Canadian
patent  and  one Israeli patent relating to our polymer technology. In addition,
we  have  has  filed  for  patents  in a number of countries and intends to file
additional  patent  applications  in  other countries. There can be no assurance
that  the  claims in the pending patent applications will issue as patents, that
any issued patents will provide us with significant competitive advantages, that
challenges  will not be instituted against the validity or enforceability of any
patent  we  own, or, if instituted, that such challenges will not be successful.
The  cost  of  litigation  to  uphold the validity and prevent infringement of a
patent  can  be  substantial. Furthermore, there can be no assurance that others
will  not  independently develop similar or superior technologies, duplicate our
technologies or design around the patented aspects of our technologies. We could
incur  substantial  costs  in  proceedings  before  the United States Patent and
Trademark Office, including interference proceedings. The proceedings could also
result  in adverse decisions as to the patentability of our licensed or assigned
inventions.  Further,  there  can be no assurance that we will not infringe upon
prior  or  future  patents  owned  by  others,  that we will not need to acquire
licenses  under patents belonging to others for technology potentially useful or
necessary  to our business, or that such licenses will be available to us, if at
all,  on  terms we deem acceptable. Moreover, there can be no assurance that any
patent  issued  to  or  licensed  by us will not be infringed by others. Lastly,
there can be no assurance that third parties will not bring suits against us for
patent  infringement  or  for  declaratory judgment to have the patents owned or
licensed  by  us  declared  invalid.

We  seek to protect our trade secrets and proprietary know-how, in part, through
confidentiality  agreements  with  our  employees,  consultants,  advisors,
collaborators  and  others. There can be no assurance that these agreements will
not  be  violated  by the other parties, that we will have adequate remedies for
any  breach,  or  that  our  trade secrets will not otherwise become known or be
independently  developed  by  competitors.  To  the extent that consultants, key
employees,  third  parties  involved  in  our  projects  or others independently
develop  technological  information,  disputes  may  arise as to the proprietary
rights  to  such  information,  which  may  not  be  resolved  in  our  favor.

DEPENDENCE  ON  REIMBURSEMENT

Successful  commercialization of our proposed products may depend in part on the
availability  of adequate reimbursement from third-party health care payors such
as Medicare, Medicaid and private insurance plans. Reimbursement matters include
both  coverage  issues and payment issues. Questions of coverage raise the issue
of  whether  a  product  will  be  paid for at all and under what circumstances.
Questions  of  payment  relate  to the amount or level of payment. Reimbursement
policies  vary  among payors and may depend on the setting in which a product is
used.

Significant  uncertainty exists as to the reimbursement status of newly approved
health  care  products.  There  can  be  no  assurance that adequate third-party
reimbursement  will  be  available for us to establish and maintain price levels
sufficient  for  realization  of  an  appropriate  return  on  its investment in
developing  new  therapies.  Government  and  other  third-party  payors  are
increasingly  attempting  to contain health care costs by limiting both coverage
and  payment  levels  for new therapeutic products approved for marketing by the
FDA and by refusing, in some cases, to provide any coverage for uses of approved
products  for  disease  indications  for which the FDA has not granted marketing
approval. If adequate coverage and payment levels are not provided by government
and third-party payors for our proposed products, the market acceptance of these
products  would  be  adversely  affected. Failure of our proposed products to be
adequately reimbursed by third-party payors could have a material adverse effect
on  our  business.

                                        5
UNCERTAIN  MARKET  ACCEPTANCE  OF  PROPOSED  PRODUCTS

Our  future  growth  and  profitability  will  depend,  in  large  part,  on the
acceptance  by  the  medical community of our proposed products. This acceptance
will  be  substantially  dependent  on educating the medical community as to the
full  capabilities, distinctive characteristics, perceived benefits and clinical
efficacy  of the Company's proposed products. There can be no assurance that our
efforts  or  those  of  others  will  be  successful or that any of our proposed
products  will  receive the necessary market acceptance. Failure of our proposed
products  to  gain market acceptance would have a material adverse effect on our
business.

RISK  OF  NOT  OBTAINING  ADDITIONAL  MANUFACTURING  FACILITIES  AND EXPERIENCED
MANUFACTURING  PERSONNEL  AND/OR ESTABLISHING CONTRACT MANUFACTURING ARRANGMENTS
WITH  OTHERS

We  believe  that  we  have  currently  contracted  for sufficient manufacturing
capabilities  to  allow  for  production  of our proposed products in quantities
sufficient to support our anticipated commercial needs and clinical programs. To
be  successful,  however, we must be capable of manufacturing or contracting for
the  manufacture  of  our  products in commercial quantities, in compliance with
regulatory  requirements  and  at  acceptable costs.  We may manufacture certain
products  directly  at  such  time, if ever, that such products are successfully
developed.  We  have no experience with the direct manufacture of these proposed
products.  The  manufacture of these proposed products is complex and difficult,
and  will  require  us to attract and retain experienced manufacturing personnel
and  to  obtain  the  use of a manufacturing facility in compliance with FDA and
other regulatory requirements. There can be no assurance that we will be able to
attract  or  retain experienced personnel, or that we will be able to obtain the
financing  necessary  to  manufacture  these  products  directly.

RISK OF TERMINATION OF, OR LOSS OF RIGHTS TO, TECHNOLOGIES UNDER AGREEMENTS WITH
OTHERS

We  acquired the rights to our technologies pursuant to agreements with research
institutions.  Such  agreements  contain  provisions  requiring  us, among other
things,  to  develop,  commercialize  and/or market products, to achieve minimum
sales  and/or  income  levels  within  certain  periods of time, to meet minimum
funding  requirements  and  to  make  royalty  payments in order to maintain the
patents  and  other  rights  granted  thereunder.  In  addition, the patents and
proprietary  rights  revert  to  the  grantor  on  certain dates and/or upon the
occurrence  of  certain  conditions.  In  light  of our current capital resource
constraints,  there can be no assurance that said conditions will not occur.  In
the  event  that  certain  patents  and proprietary rights were to revert to the
grantor,  it  would  have  a  material  adverse  affect  on  our  business.

COMPETITION  AND  TECHNOLOGICAL  OBSOLENCE

We  are  engaged  in rapidly evolving and highly competitive fields. Competition
from  biotechnology  companies, medical device manufacturers, pharmaceutical and
chemical  companies  and  other  competitors is intense. Many of these companies
have  substantially  greater capital resources, research and development staffs,
facilities  and  experience in obtaining regulatory approvals than us as well as
substantially  more  experience than we have in the manufacturing, marketing and
sale  of  products.  Academic institutions, hospitals, governmental agencies and
other public and private research organizations are also conducting research and
seeking  patent protection and may develop competing products or technologies on
their  own  or  through joint ventures. We believe that our competitive position
will  be  based  on  our  ability to create and maintain scientifically advanced
technology  and  proprietary products, obtain required government approvals on a
timely  basis, develop and manufacture our proposed products on a cost-effective
basis  and  successfully market our products. There can be no assurance that our

                                        6
current  or  proposed  products  under  development  will  be  able  to  compete
successfully  with  existing  products  or  products  under development by other
companies,  universities  and  other  institutions.

RISK  OF  USING  HAZARDOUS  MATERIALS

Medical  and  biopharmaceutical research and development involves the controlled
use  of hazardous materials. We are subject to federal, state and local laws and
regulations  governing  the  use, manufacture, storage, handling and disposal of
such  materials  and certain waste products. Although we believe that all of our
current  contractors  comply  and  future  contractors  will  comply with safety
procedures  for  handling  and  disposing  of such materials under the standards
prescribed  by  federal,  state  and  local  regulations, the risk of accidental
contamination or injury from those materials cannot be completely eliminated. In
the  event  of  such  an  accident, we could be held liable for any damages that
result  and  any  such  liability  could  exceed  our  resources.

DEPENDENCE  UPON  ATTRACTION  AND  RETENTION  OF  KEY  PERSONNEL AND CONSULTANTS

We  are  dependent  upon  a  limited  number  of  key management, scientific and
technical personnel and consultants. In addition, our future success will depend
in  part  upon  our ability to attract and retain highly qualified personnel. We
compete  for  such  personnel  with  other  companies,  academic  institutions,
government  entities  and other organizations. There can be no assurance that we
will  be  successful  in  hiring  or  retaining qualified personnel. Loss of key
personnel  or  the  inability to hire or retain qualified personnel could have a
material  adverse  effect on our business. In addition, we rely upon consultants
and  advisors  to  assist  us  in  formulating  our  research  and  development
strategies,  testing  and manufacturing and marketing-related issues. All of our
consultants  and  advisors  are  employed  outside  the  company  and  may  have
commitments  or  consulting  or  advisory  contracts  with  other  entities.

RISK  OF  PRODUCT  LIABILITY  CLAIMS;  INSURANCE

Our  business  exposes  us to potential liability risks that are inherent in the
testing,  manufacturing  and  marketing  of  medical  products.  The  use of our
proposed  products  in clinical trials may expose us to product liability claims
and  possible  adverse  publicity.  These  risks  also exist with respect to our
proposed  products,  if  any,  that  receive  regulatory approval for commercial
sales. We currently have product liability insurance coverage for the use of our
proposed  products  in clinical trials.  However, there can be no assurance that
we  will be able to obtain additional insurance coverage at acceptable costs, if
at  all,  or  be able to maintain the current level of insurance. Further, there
can  be  no  assurance  that  a  product  liability  claim  would not materially
adversely  affect us. A product liability or other judgment against us in excess
of  our  insurance  coverage  could  have  a  material  adverse  effect upon our
business.

RISK  INHERENT  IN  INTERNATIONAL  SALES  AND  OPERATIONS

We intend to sell our proposed products outside of the United States, as well as
domestically.  A  number  of  risks  are inherent in international transactions.
International sales and operations may be limited or disrupted by the imposition
of  governmental  controls,  regulation  of  medical  devices  and other medical
products,  export  license  requirements,  political  instability,  trade
restrictions, changes in tariffs, exchange rate fluctuations and difficulties in
managing  international  operations.

ANTI-TAKEOVER  PROVISIONS

Our Restated Certificate of Incorporation, as amended (the "Restated Certificate
of Incorporation") gives us the authority to issue a maximum of 5,000,000 shares
of  preferred  stock ("Preferred Stock") on terms that may be fixed by our Board
of  Directors  without  further  stockholder  action. The terms of any series of
Preferred  Stock  could  adversely  affect  the  rights of holders of our Common
Stock.  The  issuance of Preferred Stock could make the possible takeover of the
company  more  difficult or otherwise dilute the rights of holders of the Common
Stock  and  the market price of the Common Stock. In addition, we are subject to
Delaware  General  Corporation  Law  provisions  that  may  have  the  effect of

                                        7
discouraging  persons  from  pursuing  a  non-negotiated  takeover  of  us  and
preventing  certain  changes  of  control.

FUTURE  SALES  OF  OUR  SECURITIES  COULD  LOWER  THE STOCK PRICE AND IMPAIR THE
ABILITY  TO  RAISE  FUNDS

The  market price of our securities could drop due to sales of a large number of
our  securities  or the perception that such sales could occur.  Such sales also
might  make  it  more difficult to sell additional securities in the future at a
price  we  deem  appropriate.  Of  the 15,535,650 shares of Common Stock we have
outstanding  as  of  May  15,  2002,  more than 8,000,000 shares are "restricted
shares,"  as  defined  in  Rule  144  of  the  Securities Act, and under certain
circumstances may be sold without registration pursuant to Rule 144.  Additional
shares  of  Common Stock are issuable upon exercise or conversion of outstanding
derivative  securities  as  follows:

-    11,125,000  shares  upon  conversion  of  outstanding  shares  of  Series B
     Preferred  Stock, which shares will automatically convert into Common Stock
     in  March  2003;

-    11,125,000  shares  upon  exercise  of outstanding warrants, exercisable at
     $0.12  per  share  and  expiring  on  June  30,  2002;

-    11,125,000  shares  upon  exercise  of outstanding warrants, exercisable at
     $0.24  per  share  and  expiring  in  March  2004;  and

-    approximately  9,412,160  shares  (including  shares  covered  by  this
     prospectus)  issuable upon exercise of outstanding options issued under and
     outside  the  Company's plans, exercisable at prices ranging from $0.023 to
     $7.00  and  expiring  from  May  2003  to  January  2009.

Holders  of the Series B Preferred Stock and warrants referred to above, as well
as  holders  of 5,000,000 shares of our restricted Common Stock, are entitled to
certain  registration  rights  for  the underlying shares.  Registration of such
shares,  or  even  the perception that such registration might occur, could also
adversely  affect  the  price  of  our  Common  Stock.

POSSIBLE  VOLATILITY  OF  STOCK  PRICE

The  market  price  of our Common Stock has been and is likely to continue to be
highly  volatile.  Factors such as fluctuations in our operating results, and/or
ability  to  obtain  capital,  shortfalls  in  revenue  or  earnings from levels
expected  by  securities  analysts,  outcomes  of clinical trials and regulatory
submissions, announcements of technological innovations or new products by us or
our  competitors, governmental regulations, developments with respect to patents
or  proprietary  rights, litigation, public concern as to the safety of products
we  develop  or  developed  by  others  and general market conditions may have a
significant  adverse  effect  on  the  market  price of our Common Stock and the
Warrants.

                                 USE OF PROCEEDS

     The  shares covered by this prospectus are being offered by certain selling
security  holders  and not by our company. Consequently, we will not receive any
proceeds  from  the  sale  of these shares. However, we may receive the proceeds
from  the  exercise  of  certain  stock  options  as  described  below.

The  shares  that  may  be sold under this prospectus consist of shares that the
selling  security  holders  may  acquire in the future pursuant to certain stock
options  that we have granted to them. In order for a selling security holder to
acquire  any such shares, the selling security holder will be required to pay to
us  the  exercise  price  specified in the relevant option. We intend to use any
proceeds  that  we receive from the exercise of such options for working capital
and  our  general  corporate  purposes.

                                        8
SELLING SECURITY HOLDERS

     The  selling  security holders identified in this prospectus may sell, from
time  to  time,  up to 4,725,000 shares of our common stock. These shares may be
sold  over  an extended period of time. These shares may be acquired pursuant to
options  that  we  granted  under  our  2001  Non-Qualified  Stock  Option Plan.

     The  selling  security  holders  that  may  sell  shares  pursuant  to this
prospectus  are the officers and directors of our company that are identified in
the table below. The table shows the number of shares that each selling security
holder  may  sell  pursuant  to  this  prospectus.  If a selling security holder
transfers  any  of  the  shares  shown  in  the  table,  the  transferee will be
considered  a  selling security holder for purposes of this prospectus, provided
that  (i)  the  transfer  was  a  private  placement  and (ii) the transferee is
identified  in  a  supplement  to  this  prospectus.

Name  and  Position                   Shares  Covered  by  this  Prospectus  (1)
---------------------------          ------------------------------------------

Robert  P.  Hickey
 Chairman, Chief Executive
 Officer, Chief Financial
 Officer and Director                             1,500,000
---------------------------           ------------------------------------------
Edward  Celano
  Director                                           75,000
---------------------------           ------------------------------------------
Richard  Franklin
  Director                                        3,000,000
---------------------------           ------------------------------------------
Walter  Maupay
  Director                                           75,000
---------------------------           ------------------------------------------
Irwin  Rosenthal
  Director                                           75,000
---------------------------           ------------------------------------------
_____________

(1)  Mr.  Hickey  and Messrs. Celano, Maupay and Rosenthal own or have the right
     to  acquire  additional  securities of our company which are not covered by
     this  prospectus: (i) Robert P. Hickey (839,448 shares of common stock that
     may  be  acquired  upon  exercise  of outstanding options), (ii) Mr. Celano
     (397,461  shares of common stock, including 351,877 shares underlying stock
     options  and  22,222  shares  held  by a company controlled by Mr. Celano),
     (iii)  Mr. Maupay (566,775 shares of common stock, including 375,107 shares
     underlying  stock options) and (iv) Mr. Rosenthal (790,422 shares of common
     stock, including 380,490 shares underlying stock options and 406,707 shares
     held  by  a  company  of  which  Mr.  Rosenthal is an officer and principal
     stockholder  (270,000  of  which shares are pledged to a bank as collateral
     for  a  loan)).

                              PLAN OF DISTRIBUTION

The  selling  security  holders  may  sell  shares:

-    in  the  over-the-counter  market,  in privately negotiated transactions or
     otherwise;

-    directly to purchasers or through agents, brokers, dealers or underwriters;
     and

-    at  market prices prevailing at the time of sale, at prices related to such
     prevailing  market  prices,  or  at  negotiated  prices.

                                        9
If  a  selling stockholder sells shares through agents, brokers, dealers or
underwriters,  such  persons  may receive compensation in the form of discounts,
commissions  or  concessions.   Such  compensation may be greater than customary
compensation.

     To  the  extent  required, we will use our best efforts to file one or more
supplements to this prospectus to describe any material information with respect
to  the  plan of distribution not previously disclosed in this prospectus or any
material  change  to  such  information.

                                  LEGAL MATTERS

     Certain  legal  matters  relating to the shares of common stock that may be
offered  pursuant  to  this  prospectus will be passed upon for us by Ehrenreich
Eilenberg  &  Krause  LLP,  New  York,  New  York.

                                     EXPERTS

The  financial statements of the Company as of December 31, 2001 and December
31, 2000 and for each of the years in the three-year period ended December 31,
2001 that are included in the Company's 2001 Annual Report on  Form 10-K which
is incorporated by reference in this  Prospectus, have  been  audited  by
Eisner LLP, independent auditors, as indicated in their report with respect
thereto, which expresses substantial doubt about the Company's ability to
continue as a going concern and are incorporated herein by reference in
reliance upon the report of said firm given upon their authority as experts
in  accounting  and  auditing.

                                       10
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 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  New York, State of New York, on June 26, 2002.

                                        LIFE MEDICAL SCIENCES, INC.

                                        By: /s/  Robert P. Hickey
                                        ----------------------------

                                        Robert  P.  Hickey
                                        CEO, President and Chairman of
                                        the Board of Directors

KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and  appoints Robert P. Hickey his true and lawful attorney-in-fact
and  agent, with full powers of substitution and resubstitution, for him and his
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits thereto,
and  other  documents  in connection therewith, with the Securities and Exchange
Commission,  and  to  make any and all state securities law or blue sky filings,
granting  unto  said  attorney-in-fact and agent, full power and authority to do
and  perform  each and every act and thing requisite and necessary to be done in
and  about  the  premises,  as fully for all intents and purposes as he might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  said
attorney-in-fact  and  agents,  each  acting  alone,  or  his  substitute  or
substitutes,  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
dates  indicated.
Signature                        Title                                          Date
---------                        -----                                          ----
/s/ Robert P. Hickey             CEO, President, and Chairman of            June 26, 2002
-----------------------------    the  Board  of  Directors  (principal
Robert  P.  Hickey               Executive,  financial  and  accounting
                                 officer)

/s/  Edward  A.  Celano          Director                                   June 26, 2002
-----------------------------
Edward  A.  Celano

/s/ Richard L. Franklin, M.D.    Director                                   June 26, 2002
-----------------------------
Richard  L.  Franklin,  M.D.

/s/  Walter  R.  Maupay          Director                                   June 26, 2002
-----------------------------

Walter  R.  Maupay

/s/  Irwin  M. Rosenthal         Director                                   June 26, 2002
-----------------------------
Irwin  M.  Rosenthal
S-1
EXHIBIT INDEX

    Exhibit  No.                          Document
                                          --------

     4.1                 2001  Non-Qualified  Stock  Option  Plan  of  the
                         Registrant  ("Option  Plan").

     4.2                 Specimen  Common Stock Certificate. (Incorporated by
                         reference  to  Exhibit  4.2  contained  in  the
                         Registrant's  registration  statement  on  S-1,
                         Registration  No.  33-49008).

     4.3                 Form  of  Stock  Option  Agreement  under
                         the  Option  Plan.

     5.1                 Opinion  of  Ehrenreich  Eilenberg  &  Krause  LLP.

     23.1                Consent  of  Ehrenreich  Eilenberg  &  Krause  LLP.
                         (Included  in Exhibit  5.1).

     23.2                Consent  of Eisner LLP.

     24.1                Powers of Attorney. (Included on the signature page
                         of  this  Registration  Statement).