<PAGE>
      As filed with the Securities and Exchange Commission on July 1, 2005

                                                   Registration No. ____________

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                           DUSA PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              NEW JERSEY                               22-3103129
     (State or Other Jurisdiction                   (I.R.S. Employer
   of Incorporation or Organization)               Identification No.)

                                 25 UPTON DRIVE
                         WILMINGTON, MASSACHUSETTS 01887
               (Address of Principal Executive Offices) (Zip Code)

             1991 INCENTIVE STOCK OPTION PLAN OF DEPRENYL USA, INC.
          DUSA PHARMACEUTICALS, INC. 1994 RESTRICTED STOCK OPTION PLAN
            DUSA PHARMACEUTICALS, INC. 1996 OMNIBUS PLAN, AS AMENDED
                 STOCK OPTION AGREEMENTS FOR D. GEOFFREY SHULMAN
                  STOCK OPTION AGREEMENT FOR RICHARD C. LUFKIN
                    STOCK OPTION AGREEMENTS FOR SCOTT LUNDAHL
                CLASS B WARRANT AGREEMENT FOR D. GEOFFREY SHULMAN
                            (Full Title of the Plans)

                            NANETTE W. MANTELL, ESQ.
                                 REED SMITH LLP
                           PRINCETON FORRESTAL VILLAGE
                           136 MAIN STREET - SUITE 250
                        PRINCETON, NEW JERSEY 08543-7839
                                 (609) 514-8541
              (Name and Address and Telephone of Agent for Service)

                                   COPIES TO:

             ROBERT F. DOMAN, PRESIDENT AND CHIEF OPERATING OFFICER
                           DUSA PHARMACEUTICALS, INC.
                                 25 UPTON DRIVE
                         WILMINGTON, MASSACHUSETTS 01887
                                 (978) 657-7500


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                         Proposed Maximum     Proposed
                                                                          Offering Price       Maximum
                                                             Amount            Per            Aggregate         Amount of
           Title of Each Class of Securities                  to be           Share           Offering        Registration
                    to be Registered                       Registered                           Price              Fee
                    ----------------                       ----------    ----------------       -----              ---
<S>                                                        <C>           <C>                <C>               <C>
1996 Omnibus Plan, as amended - Shares of Common Stock,
no par value (options reserved for future grants)          590,546(1)        $9.39(2)       $5,545,226.94      $652.67(3)

TOTAL REGISTRATION FEE  ........................................................................................$652.67
</TABLE>

(1)   Together with an indeterminate number of additional shares which may be
      issued pursuant to the 1996 Omnibus Plan, as amended, as a result of stock
      splits, stock dividends or similar transactions in accordance with Rule
      416.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended,
      based upon the average of the high and low price as reported on The NASDAQ
      National Market on June 29, 2005.

(3)   Amount previously paid and on account with the Securities and Exchange
      Commission.


<PAGE>


                             INTRODUCTORY STATEMENT

      This registration statement on Form S-8 relates to additional shares of
DUSA Pharmaceuticals, Inc. common stock, no par value, now eligible for issuance
under the DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as amended (the "Plan")
and includes a revised reoffer prospectus reflecting stock options granted by
DUSA to certain of the selling securityholders named therein. The Plan was
previously reported in a registration statement on Form S-8 (File No. 333-92259)
filed with the Securities and Exchange Commission on December 7, 1999, a
registration statement on Form S-8 (File No. 333-57890) filed with the
Securities and Exchange Commission on March 29, 2001, and three post-effective
amendments to Form S-8, filed on September 5, 2001, May 19, 2004 and April 28,
2005, respectively.

      This registration statement includes a revised reoffer prospectus and the
590,546 shares of DUSA common stock covered by Post-Effective Amendment No. 3
filed on April 28, 2005. The inclusion of the individuals listed under the
"Selling Securityholder" section of the prospectus does not constitute a
commitment to sell any or all of the stated number of shares of common stock.
The number of shares offered shall be determined from time to time by each
selling securityholder at their sole discretion and such individuals are listed
as selling securityholders solely to register the shares that each has received
or will receive upon the exercise of options under DUSA's various equity
compensation plans.

      This registration statement contains two parts. The first part contains
the reoffer prospectus which has been prepared in accordance with Instruction C
of the General Instructions to Form S-8. The second part contains information
required to be included in Part II of a registration statement on Form S-8. In
accordance with the provisions of General Instruction E of Form S-8, DUSA hereby
incorporates by reference the contents of DUSA's currently effective
registration statements on Form S-8 (File Nos. 333-92259 and 333-57890), filed
with the Securities and Exchange Commission on December 7, 1999 and March 29,
2001, respectively, and three post-effective amendments to the registration
statements on Form S-8, filed on September 5, 2001, May 19, 2004 and April 28,
2005, respectively.


<PAGE>


                                   PROSPECTUS

           2,619,719 SHARES OF COMMON STOCK BY SELLING SECURITYHOLDERS

                           DUSA PHARMACEUTICALS, INC.

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

      The shares of common stock of DUSA Pharmaceuticals, Inc. covered by this
prospectus may be offered and sold to the public by certain selling
securityholders of DUSA. The selling securityholders have acquired the shares
through their exercise of stock options and/or a warrant granted to them under
DUSA's 1991 Incentive Stock Option Plan of Deprenyl USA, Inc. (Deprenyl USA,
Inc. is the former name of DUSA Pharmaceuticals, Inc.), 1994 Restricted Stock
Option Plan, 1996 Omnibus Plan, as amended, together with stock option
agreements with D. Geoffrey Shulman, Richard C. Lufkin and Scott Lundahl,
individually, and a Class B Warrant Agreement with D. Geoffrey Shulman.

      Our common stock is quoted on the Nasdaq National Market under the symbol
"DUSA." On June 29, 2005, the closing price of a share of our common stock on
the Nasdaq National Market was $9.43 per share.

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

      INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 2.

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

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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


                  The date of this prospectus is July 1, 2005.


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
DUSA Pharmaceuticals, Inc....................................................1
Risk Factors.................................................................2
Use of Proceeds.............................................................11
Selling Securityholders.....................................................12
Plan of Distribution........................................................15
Legal Matters...............................................................15
Experts.....................................................................15
Where You Can Find More Information.........................................15
Incorporation of Certain Documents by Reference.............................16
</TABLE>

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

      The mailing address and telephone number of our principal executive
offices is 25 Upton Drive, Wilmington, Massachusetts 01887 and (978) 657-7500.

      You should rely only on the information contained in this prospectus or
any supplement, including the documents that we incorporate by reference. We
have not authorized anyone to provide you with information different from that
which is contained in or incorporated by reference to this prospectus. We are
offering to sell shares of common stock and seeking offers to buy shares of
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of the
prospectus, regardless of the time of delivery of this prospectus or of any sale
of the common stock.


<PAGE>

                           DUSA PHARMACEUTICALS, INC.

      We are a pharmaceutical company developing drugs in combination with light
devices to treat or detect a variety of conditions in processes known as
photodynamic therapy and photodetection. We are engaged primarily in the
research, development and marketing of our first drug, the Levulan(R) brand of
aminolevulinic acid HCl, or ALA, with light, for use in a broad range of medical
conditions.

      -     When we use Levulan(R) and follow it with exposure to light to treat
            a medical condition it is known as Levulan(R) photodynamic therapy
            or Levulan(R) PDT.

      -     When we use Levulan(R) and follow it with exposure to light to
            detect medical conditions it is known as Levulan(R) photodetection
            or Levulan(R) PD.

      We are developing Levulan(R) PDT and PD under an exclusive worldwide
license of patents and technology from PARTEQ Research and Development
Innovations, the licensing arm of Queen's University, Kingston, Ontario, Canada.
We also own or license certain patents relating to methods for using
pharmaceutical formulations which contain our drug and related processes and
improvements. In the United States, DUSA(R), DUSA Pharmaceuticals, Inc.(R),
Levulan(R), Kerastick(R) and BLU-U(R) are registered trademarks. Several of
these trademarks are also registered in Europe, Australia, Canada, and in other
parts of the world.

      Our first products, the Levulan(R) Kerastick(R) 20% Topical Solution with
PDT and the BLU-U(R) brand light source were launched in the United States in
September 2000 for the treatment of actinic keratoses, or AKs, of the face or
scalp under a marketing, development and supply agreement with a former
marketing collaborator for dermatology products. AKs are precancerous skin
lesions caused by chronic sun exposure that can develop over time into a form of
skin cancer called squamous cell carcinoma. In addition, in September 2003 we
received clearance from the FDA to market the BLU-U(R) without Levulan(R) for
the treatment of moderate inflammatory acne vulgaris.

      We are responsible for all regulatory, sales, marketing, customer service
and other related product activities. As a result, we have incurred significant
marketing and sales expenses in 2004 and 2005, including the costs associated
with increasing the size and scope of our sales force and other related
marketing activities.

      Our principal executive offices are located at 25 Upton Drive, Wilmington,
Massachusetts, 01887 and our telephone number is (978) 657-7500.


                                       1
<PAGE>


                                  RISK FACTORS

      You should carefully consider and evaluate all of the information in, or
incorporated by reference in, this prospectus. The following are among the risks
we face related to our business, assets and operations. They are not the only
ones we face. Any of these risks could materially and adversely affect our
business, results of operations and financial condition, which in turn could
materially and adversely affect the value of the securities being offered by
this report.

      This section of the prospectus contains forward-looking statements of our
plans, objectives, expectations and intentions. We use words such as
"anticipate," "believe," "expect," "future" and "intend" and similar expressions
to identify forward-looking statements. Our actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks factors described below and elsewhere in this
report. You should not place undue reliance on these forward-looking statements,
which apply only as of the date of this report.

                              RISKS RELATED TO DUSA

WE ARE NOT CURRENTLY PROFITABLE AND MAY NOT BE PROFITABLE IN THE FUTURE UNLESS
WE CAN SUCCESSFULLY MARKET AND SELL SIGNIFICANTLY HIGHER QUANTITIES OF OUR
APPROVED PRODUCTS, THE LEVULAN(R) KERASTICK(R) WITH THE BLU-U(R) BRAND LIGHT
SOURCE FOR THE TREATMENT OF AKS OF THE FACE OR SCALP, AND THE BLU-U(R) WITHOUT
LEVULAN(R) FOR THE TREATMENT OF MODERATE INFLAMMATORY ACNE.

      WE HAVE ONLY LIMITED EXPERIENCE MARKETING AND SELLING PHARMACEUTICAL
      PRODUCTS AND, AS A RESULT, OUR REVENUES FROM PRODUCT SALES MAY SUFFER.

      If we are unable to successfully market and sell sufficient quantities of
our approved products, revenues from product sales will be lower than
anticipated and our financial condition may be adversely affected. We are
responsible for marketing our approved dermatology products in the U.S. and the
rest of the world, except Canada, where we have a distributor. We are doing so
without the experience of having marketed pharmaceutical products in the past.
In October 2003, DUSA began hiring a small direct sales force and we increased
the size of our sales force in 2004 to market our products in the U.S. Acquiring
and retaining marketing and sales force capabilities involves significant
expense, and current sales levels are not offsetting the expenses related to
these efforts. In early 2005, we hired additional sales people to penetrate the
market. If our sales and marketing efforts fail, then sales of the Kerastick(R)
and the BLU-U(R) will be adversely affected.

      IF WE CANNOT IMPROVE PHYSICIAN REIMBURSEMENT AND/OR CONVINCE MORE PRIVATE
      INSURANCE CARRIERS TO ADEQUATELY REIMBURSE PHYSICIANS FOR OUR THERAPY,
      SALES OF OUR LEVULAN(R) KERASTICK(R) FOR AKS MAY SUFFER.

      Without adequate levels of reimbursement by government health care
programs and private health insurers, the market for our Levulan(R) Kerastick(R)
for AK therapy will be limited. While we continue to support efforts to improve
reimbursement levels to physicians and are working with the major private
insurance carriers to improve coverage for our therapy, if our efforts are not
successful, adoption of our therapy and sales of our products could be
negatively impacted. Overall, we believe that the 2005 reimbursement changes
related to AK are positive for doctors that use the therapy; however, some
physicians still believe that even the new reimbursement levels do not fully
reflect the required efforts to routinely execute our therapy in their
practices.


                                       2
<PAGE>


      SINCE WE NOW OPERATE THE ONLY FDA APPROVED MANUFACTURING FACILITY FOR THE
      KERASTICK(R) AND CONTINUE TO RELY HEAVILY ON SOLE SUPPLIERS FOR THE
      MANUFACTURE OF LEVULAN(R) AND THE BLU-U(R), ANY SUPPLY OR MANUFACTURING
      PROBLEMS COULD NEGATIVELY IMPACT OUR SALES.

      If we experience problems producing Kerastick(R) units in our facility, or
if either of our contract suppliers fail to supply DUSA's requirements of
Levulan(R) or the BLU-U(R), our business, financial condition and results of
operations would suffer. We are not currently approved by the FDA to manufacture
the BLU-U(R) on our own.

      Manufacturers and their subcontractors often encounter difficulties when
commercial quantities of products are manufactured for the first time, or
re-starting production after a long lay-off, or large quantities of new products
are manufactured, including problems involving:

      o     product yields,

      o     quality control,

      o     component and service availability,

      o     compliance with FDA regulations, and

      o     the need for further FDA approval if manufacturers make material
            changes to manufacturing processes and/or facilities.

      We cannot guarantee that problems will not arise with production yields,
costs or quality as we and our suppliers seek to commence, re-start and increase
production. Any manufacturing problems could delay or limit our supplies which
would hinder our marketing and sales efforts.

      If our facility, any facility of our contract manufacturers, or any
equipment in those facilities is damaged or destroyed, we may not be able to
quickly or inexpensively replace it. Likewise, if there are any quality or
supply problems with any components or materials needed to manufacturer our
products, we may not be able to quickly remedy the problem(s).

      ANY FAILURE TO COMPLY WITH ONGOING GOVERNMENTAL REGULATIONS IN THE U.S.
      AND ELSEWHERE WILL LIMIT OUR ABILITY TO MARKET OUR PRODUCTS.

      Both the manufacture and marketing of our products, the Levulan(R)
Kerastick(R) with the BLU-U(R) for AKs and the BLU-U(R) without Levulan(R) to
treat moderate inflammatory acne are subject to continuing FDA review as well as
comprehensive regulation by the FDA and by state and local regulatory
authorities. These laws require, among other things,

      o     approval of manufacturing facilities, including adherence to good
            manufacturing and laboratory practices during production and
            storage,

      o     controlled research and testing of products even after approval, and

      o     control of marketing activities, including advertising and labeling.

      If we, or any of our contract manufacturers, fail to comply with these
requirements, we may be limited in the jurisdictions in which we are permitted
to sell our products. Additionally, if we or our manufacturers fail to comply
with applicable regulatory approval requirements, a regulatory agency may also:

      o     send us warning letters,

      o     impose fines and other civil penalties on us,

      o     seize our products,

      o     suspend our regulatory approvals,

      o     refuse to approve pending applications or supplements to approved
            applications filed by us,

      o     refuse to permit exports of our products from the U.S.,


                                       3
<PAGE>

      o     require us to recall products,

      o     require us to notify physicians of labeling changes and/or product
            related problems,

      o     impose restrictions on our operations, and/or

      o     criminally prosecute us.

      We and our manufacturers must continue to comply with the FDA's Good
Manufacturing Practice, commonly known as cGMP, and Quality System Regulation,
or QSR, and equivalent foreign regulatory requirements. The cGMP requirements
govern quality control and documentation policies and procedures. In complying
with cGMP and foreign regulatory requirements, we and our third-party
manufacturers will be obligated to expend time, money and effort in production,
record keeping and quality control to assure that our products meet applicable
specifications and other requirements.

      As part of our FDA approval for the Levulan(R) Kerastick(R) for AK, we
were required to conduct two Phase IV follow-up studies. We successfully
completed the first study; and submitted our final report on the second study to
the FDA in January 2004. The FDA could request additional information and/or
studies. Additionally, if previously unknown problems with the product, a
manufacturer or its facility are discovered in the future, changes in product
labeling restrictions or withdrawal of the product from the market may occur.

      Manufacturing facilities are subject to ongoing periodic inspection by the
FDA, including unannounced inspections. We cannot guarantee that our third-party
supply sources, or our own Kerastick(R) facility, will continue to meet all
applicable FDA regulations. If we, or any of our manufacturers, fail to maintain
compliance with FDA regulatory requirements, it would be time consuming and
costly to remedy the problem(s) or to qualify other sources. These consequences
could have an adverse effect on our financial condition and operations.

      IF PRODUCT SALES DO NOT INCREASE SIGNIFICANTLY WE MAY NOT BE ABLE TO
      ADVANCE DEVELOPMENT OF OUR OTHER POTENTIAL PRODUCTS AS QUICKLY AS WE WOULD
      LIKE TO, WHICH WOULD DELAY THE APPROVAL PROCESS AND MARKETING OF NEW
      POTENTIAL PRODUCTS.

      If we do not generate sufficient revenues from our approved products, we
may be forced to delay or abandon some or all of our product development
programs. The pharmaceutical development and commercialization process is time
consuming and costly, and any delays might result in higher costs which could
adversely affect our financial condition. Without sufficient product sales, we
might be required to seek additional funding. There is no guarantee that
adequate funding sources could be found to continue the development of all our
potential products. We might be required to commit substantially greater capital
than we have to research and development of such products and we may not have
sufficient funds to complete all or any of our development programs.

      WE HAVE SIGNIFICANT LOSSES AND ANTICIPATE CONTINUED LOSSES FOR THE
      FORESEEABLE FUTURE.

      We have a history of operating losses. We expect to have continued losses
through at least 2005 as we attempt to increase sales of our approved products
in the marketplace and continue research and development of potential new
products. As of March 31, 2005, our accumulated deficit was approximately
$78,870,000. On June 22, 2005, we announced that for the quarter ending June 30,
2005, we anticipate sales to be lower than sales for the quarter ended March 31,
2005. We cannot predict whether any of our products will achieve significant
enough market acceptance or generate sufficient revenues to enable us to become
profitable.


                                       4
<PAGE>


IF WE ARE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, TRADE SECRETS OR
KNOW-HOW, WE MAY NOT BE ABLE TO OPERATE OUR BUSINESS PROFITABLY.

      WE HAVE LIMITED PATENT PROTECTION AND IF WE ARE UNABLE TO PROTECT OUR
      PROPRIETARY RIGHTS, COMPETITORS MIGHT BE ABLE TO DEVELOP SIMILAR PRODUCTS
      TO COMPETE WITH OUR PRODUCTS AND TECHNOLOGY.

      Our ability to compete successfully depends, in part, on our ability to
defend patents that have issued, obtain new patents, protect trade secrets and
operate without infringing the proprietary rights of others. We have no compound
patent protection for our Levulan(R) brand of the compound ALA. Our basic
patents are for methods of detecting and treating various diseased tissues using
ALA (or related compounds called precursors), in combination with light. We own
or exclusively license patents and patent applications related to the following:

      o     methods of using ALA and its unique physical forms in combination
            with light, and

      o     compositions and apparatus for those methods, and

      o     unique physical forms of ALA.

      We have limited patent protection outside the U.S., which may make it
easier for third-parties to compete there. Our basic method of treatment patents
and applications have counterparts in only six foreign countries, one of which
is the subject of legal action, and certain countries under the European Patent
Convention. Even where we have patent protection, there is no guarantee that we
will be able to enforce our patents. Additionally, enforcement of a given patent
may not be practicable or an economically viable alternative.

      In 2002, we received notice of a lawsuit filed in Australia by PhotoCure
ASA alleging that Australian Patent No. 624985, which is one of the patents
licensed to us by PARTEQ Research & Development Innovations, the technology
transfer arm of Queen's University at Kingston, Ontario, relating to our ALA
technology, is invalid. As a consequence of this action, Queen's University
assigned the Australian patent to DUSA so that we could participate directly in
the litigation. On April 6, 2005, the Federal Court of Australia ruled that the
patent is valid and remains in full force and effect. However, the Court also
ruled that PhotoCure's product does not infringe the claims in the Australian
patent. Since these claims are unique to the Australian patent and Australian
law differs from patent law in other jurisdictions, we do not expect that this
decision is determinative of the validity of any other patents licensed by us
from Queen's University or of whether PhotoCure's product infringes claims in
such other patents, including the United States patent. None of the parties have
appealed the decision and the date to do so has expired. The parties signed a
Mediation Agreement in August 2004 to attempt to settle their disputes and those
discussions are ongoing.

      Some of the indications for which we are developing therapies may not be
covered by the claims in any of our existing patents. Even with the issuance of
additional patents to DUSA, other parties are free to develop other uses of ALA,
including medical uses, and to market ALA for such uses, assuming that they have
obtained appropriate regulatory marketing approvals. ALA in the chemical form
has been commercially supplied for decades, and is not itself subject to patent
protection. There are reports of third-parties conducting clinical studies with
ALA in countries outside the U.S. where PARTEQ does not have patent protection.
In addition, a number of third-parties are seeking patents for uses of ALA not
covered by our patents. These other uses, whether patented or not, and the
commercial availability of ALA, could limit the scope of our future operations
because ALA products could come on the market which would not infringe our
patents but would compete with our Levulan(R) products even though they are
marketed for different uses.

      While we attempt to protect our proprietary information as trade secrets
through agreements with each employee, licensing partner, consultant,
university, pharmaceutical company and agent, we cannot guarantee that these
agreements will provide effective protection for our proprietary information. It
is possible that:


                                       5
<PAGE>


      o     these persons or entities might breach the agreements,

      o     we might not have adequate remedies for a breach, and/or

      o     our competitors will independently develop or otherwise discover our
            trade secrets.

      PATENT LITIGATION IS EXPENSIVE, AND WE MAY NOT BE ABLE TO AFFORD THE
      COSTS.

      The costs of litigation or any proceeding relating to our intellectual
property rights could be substantial even if resolved in our favor. Some of our
competitors have far greater resources than we do and may be better able to
afford the costs of complex patent litigation. For example, third-party
competitors may infringe one or more of our patents, and we could be required to
spend significant resources to enforce our patent rights. Also, if we were to
sue a third-party for infringement of our patents in the U.S., that third-party
could challenge the validity of our patent(s). We cannot guarantee that a
third-party will not claim, with or without merit, that we have infringed their
patent(s) or misappropriated their proprietary material. Defending this type of
legal action involves considerable expense and could negatively affect our
financial results.

      Additionally, if a third-party were to file a U.S. patent application, or
be issued a patent claiming technology also claimed by us in a pending U.S.
application(s), we may be required to participate in interference proceedings in
the U.S. Patent and Trademark Office to determine the priority of invention. A
third-party could also request the declaration of a patent interference between
one of our issued U.S. patents and one of its patent applications. Any
interference proceedings likely would require participation by us and/or PARTEQ,
could involve substantial legal fees and result in a loss or lessening of our
patent protection.

WE HAVE ONLY TWO THERAPIES THAT HAVE RECEIVED REGULATORY APPROVAL OR CLEARANCE
AND WE CANNOT PREDICT WHETHER WE WILL EVER DEVELOP OR COMMERCIALIZE ANY OTHER
PRODUCTS.

      EXCEPT FOR THE LEVULAN(R) KERASTICK(R) WITH THE BLU-U(R) TO TREAT AKS, AND
      THE USE OF THE BLU-U(R) ALONE TO TREAT MODERATE INFLAMMATORY ACNE, ALL OF
      OUR POTENTIAL PRODUCTS ARE IN EARLY STAGES OF DEVELOPMENT AND MAY NEVER
      RESULT IN ANY COMMERCIALLY SUCCESSFUL PRODUCTS.

      We do not know if any of our products will ever be commercially
successful. Currently, we are developing a single drug compound, ALA, under the
trademark Levulan(R), with light for a number of different medical conditions
using photodynamic therapy, or PDT. To be profitable, we must successfully
research, develop, obtain regulatory approval for, manufacture, introduce,
market and distribute our products. Except for DUSA's two approved therapies,
all of our other potential products are at an early stage of development and
subject to the risks of failure inherent in the development of new
pharmaceutical products and products based on new technologies. These risks
include:

      o     delays in product development, clinical testing or manufacturing,

      o     unplanned expenditures in product development, clinical testing or
            manufacturing,

      o     failure in clinical trials or failure to receive regulatory
            approvals,

      o     emergence of superior or equivalent products,

      o     inability to market products due to third-party proprietary rights,
            and

      o     failure to achieve market acceptance.

      We cannot predict how long the development of our investigational stage
products will take or whether they will be medically effective. We cannot be
sure that a successful market will continue to develop for our drug technology.


                                       6
<PAGE>

      WE MUST RECEIVE SEPARATE APPROVAL FOR EACH OF OUR POTENTIAL PRODUCTS
      BEFORE WE CAN SELL THEM COMMERCIALLY IN THE U.S. OR ABROAD.

      All of our potential Levulan(R) products will require the approval of the
FDA before they can be marketed in the U.S. If we fail to obtain the required
approvals for these products our revenues will be limited. Before an application
to the FDA seeking approval to market a new drug, called an NDA, can be filed, a
product must undergo, among other things, extensive animal testing and human
clinical trials. The process of obtaining FDA approvals can be lengthy, costly,
and time-consuming. Following the acceptance of an NDA, the time required for
regulatory approval can vary and is usually 1 to 3 years or more. The FDA may
require additional animal studies and/or human clinical trials before granting
approval. Our Levulan(R) PDT products are based on relatively new technology. To
the best of our knowledge, the FDA has approved only 3 drugs for use in
photodynamic therapy, including Levulan(R). This factor may lengthen the
approval process. We face much trial and error and we may fail at numerous
stages along the way.

      We cannot predict whether we will obtain approval for any of our potential
products. Data obtained from preclinical testing and clinical trials can be
susceptible to varying interpretations which could delay, limit or prevent
regulatory approvals. Future clinical trials may not show that Levulan(R) PDT or
photodetection, known as PD, is safe and effective for any new use we are
studying. In addition, delays or disapprovals may be encountered based upon
additional governmental regulation resulting from future legislation or
administrative action or changes in FDA policy. We must also obtain foreign
regulatory clearances before we can market any potential products in foreign
markets. The foreign regulatory approval process includes all of the risks
associated with obtaining FDA marketing approval and may impose substantial
additional costs.

      IF WE ARE UNABLE TO OBTAIN THE NECESSARY CAPITAL TO FUND OUR OPERATIONS,
      WE WILL HAVE TO DELAY OUR DEVELOPMENT PROGRAMS AND MAY NOT BE ABLE TO
      COMPLETE OUR CLINICAL TRIALS.

      Since our current sales goals for our products may not be met in the
future, we may need substantial additional funds to fully develop, manufacture,
market and sell our other potential products. In addition to the funds we
received in connection with a private placement consummated in February 2004, we
may obtain funds through other public or private financings, including equity
financing, and/or through collaborative arrangements. We cannot predict whether
any financing will be available at all or on acceptable terms.

      Dependent on the extent of available funding, we may delay, reduce in
scope or eliminate some of our research and development programs as we did in
2003. We may also choose to license rights to third parties to commercialize
products or technologies that we would otherwise have attempted to develop and
commercialize on our own which could reduce our potential revenues.

BECAUSE OF THE NATURE OF OUR BUSINESS, THE LOSS OF KEY MEMBERS OF OUR MANAGEMENT
TEAM COULD DELAY ACHIEVEMENT OF OUR GOALS.

      We are a small company with only 88 employees, including 4 part-time
employees as of July 1, 2005. We are highly dependent on several key
officer/employees with specialized scientific and technical skills without whom
our business, financial condition and results of operations would suffer. The
photodynamic therapy industry is still quite small and the number of experts is
limited. The loss of these key employees could cause significant delays in
achievement of our business and research goals since very few people with their
expertise could be hired. Our growth and future success will depend, in large
part, on the continued contributions of these key individuals as well as our
ability to motivate and retain other qualified personnel in our specialty drug
and light device areas.


                                       7
<PAGE>


                          RISKS RELATED TO OUR INDUSTRY

PRODUCT LIABILITY AND OTHER CLAIMS AGAINST US MAY REDUCE DEMAND FOR OUR PRODUCTS
OR RESULT IN DAMAGES.

      WE ARE SUBJECT TO RISK FROM POTENTIAL PRODUCT LIABILITY LAWSUITS WHICH
      COULD NEGATIVELY AFFECT OUR BUSINESS.

      The development, manufacture and sale of medical products exposes us to
product liability claims related to the use or misuse of our products. Product
liability claims can be expensive to defend and may result in significant
judgments against us. A successful claim in excess of our insurance coverage
could materially harm our business, financial condition and results of
operations. Additionally, we cannot guarantee that continued product liability
insurance coverage will be available in the future at acceptable costs. If the
cost is too high, we may have to self-insure.

      OUR BUSINESS INVOLVES ENVIRONMENTAL RISKS AND WE MAY INCUR SIGNIFICANT
      COSTS COMPLYING WITH ENVIRONMENTAL LAWS AND REGULATIONS.

      We have used various hazardous materials, such as mercury in fluorescent
tubes in our research and development activities. We are subject to federal,
state and local laws and regulations which govern the use, manufacture, storage,
handling and disposal of hazardous materials and specific waste products. Now
that we have established our own production line for the manufacture of the
Kerastick(R), we are subject to additional environmental laws and regulations.
We believe that we are in compliance in all material respects with currently
applicable environmental laws and regulations. However, we cannot guarantee that
we will not incur significant costs to comply with environmental laws and
regulations in the future. We also cannot guarantee that current or future
environmental laws or regulations will not materially adversely affect our
operations, business or assets. In addition, although we believe our safety
procedures for handling and disposing of these materials comply with federal,
state and local laws and regulations, we cannot completely eliminate the risk of
accidental contamination or injury from these materials. In the event of such an
accident, we could be held liable for any resulting damages, and this liability
could exceed our resources.

WE MAY NOT BE ABLE TO COMPETE AGAINST TRADITIONAL TREATMENT METHODS OR KEEP UP
WITH RAPID CHANGES IN THE BIOTECHNOLOGY AND PHARMACEUTICAL INDUSTRIES THAT COULD
MAKE SOME OR ALL OF OUR PRODUCTS NON-COMPETITIVE OR OBSOLETE.

      COMPETING PRODUCTS AND TECHNOLOGIES BASED ON TRADITIONAL TREATMENT METHODS
      MAY MAKE SOME OR ALL OF OUR PROGRAMS OR POTENTIAL PRODUCTS NONCOMPETITIVE
      OR OBSOLETE.

      Well-known pharmaceutical, biotechnology and medical device companies are
marketing well-established therapies for the treatment of many of the same
conditions that we are seeking to treat, including AKs, acne, photodamaged skin
and Barrett's esophagus. Doctors may prefer to use familiar methods, rather than
trying our products. Reimbursement issues affect the economic competitiveness of
our products as compared to other more traditional therapies.

      If PhotoCure enters the U.S. marketplace with its PDT product, our sales
revenues may decline.

      Many companies are also seeking to develop new products and technologies,
and receiving approval for medical conditions for which we are developing
treatments. Our industry is subject to rapid, unpredictable and significant
technological change. Competition is intense. Our competitors may succeed in
developing products that are safer or more effective than ours. Many of our
competitors have substantially greater financial, technical and marketing
resources than we have. In addition, several of these companies have
significantly greater experience than we do in developing products, conducting
preclinical and clinical testing and obtaining regulatory approvals to market
products for health care.


                                       8
<PAGE>

      We cannot guarantee that new drugs or future developments in drug
technologies will not have a material adverse effect on our business. Increased
competition could result in:

      o     price reductions,

      o     lower levels of third-party reimbursements,

      o     failure to achieve market acceptance, and

      o     loss of market share,

any of which could adversely affect our business. Further, we cannot give any
assurance that developments by our competitors or future competitors will not
render our technology obsolete.

OUR PRODUCTS MAY LOSE MARKET SHARE IF NEW MANUFACTURERS BEGIN PRODUCING
COMPETING PRODUCTS THAT ARE ABLE TO PENETRATE OUR MARKET.

      WE HAVE LEARNED THAT COMPOUNDING PHARMACIES ARE PRODUCING A FORM OF
      AMINOLEVULINIC ACID HCL AND ARE MARKETING IT TO THE MEDICAL COMMUNITY.

      We are aware that there are compounding pharmacies that market compounded
versions of aminolevulinic acid HCl as an alternative to our Levulan(R) product.
On January 31, 2005, we filed a lawsuit in the United States District Court for
the District of Arizona against The Cosmetic Pharmacy of Tucson, Arizona
alleging violations of the Lanham Act for false advertising and trademark
infringement and of U.S. patent law. A default was entered on May 2, 2005 in our
favor for failure of The Cosmetic Pharmacy of Tucson, Arizona to appear. Also,
on December 27, 2004, we filed a lawsuit in United States District Court for the
District of Massachusetts against New England Compounding Pharmacy, Inc. of
Framingham, Massachusetts alleging violations of U.S. patent law. New England
Compounding Pharmacy has filed an answer, including a defense alleging
invalidity of our patents, and several counterclaims against us, and we have
filed our response. We cannot be certain whether we will be successful in
defending such counterclaims, however, we have not accrued any amounts for
settlement at this time. Further, while we believe that certain actions of these
pharmacies go beyond the activities which are permitted under the Food, Drug and
Cosmetic Act and have advised the FDA and local health authorities of our
concerns, we cannot be certain that our lawsuits will be successful in curbing
the practices of these pharmacies or that regulatory authorities will intervene
to stop their activities. In addition, there may be other compounding pharmacies
which are following FDA guidelines, or others conducting illegal activities of
which we are not aware, which may be negatively impacting our sales revenues.

      OUR PDT/PD COMPETITORS IN THE BIOTECHNOLOGY AND PHARMACEUTICAL INDUSTRIES
      MAY HAVE BETTER PRODUCTS, MANUFACTURING CAPABILITIES OR MARKETING
      EXPERTISE.

      We anticipate that we will face increased competition as the scientific
development of PDT/PD advances and new companies enter our markets. Several
companies are developing PDT agents other than Levulan(R). These include: QLT
Inc. (Canada); Axcan Pharma Inc. (U.S.); Miravant, Inc. (U.S.); and
Pharmacyclics, Inc. (U.S.). We are also aware of several companies
commercializing and/or conducting research with ALA or ALA-related compounds,
including: medac GmbH and photonamic GmbH & Co. KG (Germany); PhotoTherapeutics,
Inc. (U.K.) and PhotoCure ASA (Norway) which entered into a marketing agreement
with Galderma S.A. for countries outside of Nordic countries for certain
dermatology indications.

      PhotoCure has received marketing approval of its ALA precursor (ALA
methyl-ester) compound for PDT treatment of AKs and basal cell carcinoma in the
European Union, New Zealand, Australia and countries in Scandinavia. In July
2004, PhotoCure received FDA approval in the U.S. for its AK therapy. If
PhotoCure enters into the marketplace based on receiving approval, its product
will represent direct competition for our products.


                                       9
<PAGE>

      Axcan Pharma Inc. has received FDA approval for the use of its product,
PHOTOFRIN(R), for PDT in the treatment of high grade dysplasia associated with
Barrett's esophagus. Axcan is the first company to market a PDT therapy for this
indication, which we are also pursuing.

      We expect that our principal methods of competition with other PDT
companies will be based upon such factors as:

      o     the ease of administration of our method of PDT,

      o     the degree of generalized skin sensitivity to light,

      o     the number of required doses,

      o     the selectivity of our drug for the target lesion or tissue of
            interest, and

      o     the type and cost of our light systems.

                           RISKS RELATED TO OUR STOCK

IF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS ARE CONVERTED, THE VALUE OF THOSE
SHARES OF COMMON STOCK OUTSTANDING JUST PRIOR TO THE CONVERSION WILL BE DILUTED.

      As of July 1, 2005 there were outstanding options and warrants to purchase
3,489,751 shares of common stock, with exercise prices ranging from U.S. $1.60
to $31.00 per share, and CDN $6.79 per share, respectively. The holders of the
options and warrants have the opportunity to profit if the market price for the
common stock exceeds the exercise price of their respective securities, without
assuming the risk of ownership. The holders are likely to exercise their
securities when we would probably be able to raise capital from the public on
terms more favorable than those provided in these securities.

RESULTS OF OUR OPERATIONS AND GENERAL MARKET CONDITIONS FOR SPECIALTY
PHARMACEUTICAL AND BIOTECHNOLOGY STOCKS COULD RESULT IN SUDDEN CHANGES IN THE
MARKET VALUE OF OUR STOCK.

      The price of our common stock has been highly volatile. These fluctuations
create a greater risk of capital losses for our shareholders as compared to less
volatile stocks. From July 1, 2004 to July 1, 2005, the price of our stock has
ranged from a low of $8.23 to a high of $16.30. Factors that contributed to the
volatility of our stock during the last 12 months included:

      o     quarterly levels of product sales,

      o     general market conditions,

      o     increased marketing activities,

      o     changes in third-party payor reimbursement for our therapy, and

      o     failure to close a strategic partnership for Barrett's esophagus.

      The significant general market volatility in similar stage pharmaceutical
and biotechnology companies made the market price of our common stock even more
volatile.

SIGNIFICANT FLUCTUATIONS IN ORDERS FOR OUR PRODUCTS, ON A MONTHLY AND QUARTERLY
BASIS, ARE COMMON BASED ON EXTERNAL FACTORS AND SALES PROMOTION ACTIVITIES.
THESE FLUCTUATIONS COULD INCREASE THE VOLATILITY OF OUR STOCK PRICE.

      The price of our common stock may be affected by the amount of quarterly
shipments of our products to end-users. Since our products are still in the
early stages of adoption, and sales volumes are still low, a number of factors
could affect product sales levels and growth rates in any period. These could
include the timing of medical conferences, sales promotion activities, and large
volume purchases by our higher usage customers. In addition,


                                       10
<PAGE>

seasonal fluctuations in the number of patients seeking treatment at various
times during the year could impact sales volumes. These factors could, in turn,
affect the volatility of our stock price.

EFFECTING A CHANGE OF CONTROL OF DUSA WOULD BE DIFFICULT, WHICH MAY DISCOURAGE
OFFERS FOR SHARES OF OUR COMMON STOCK.

      Our certificate of incorporation authorizes the board of directors to
issue up to 100,000,000 shares of stock, 40,000,000 of which are common stock.
The board of directors has the authority to determine the price, rights,
preferences and privileges, including voting rights, of the remaining 60,000,000
shares without any further vote or action by the shareholders. The rights of the
holders of our common stock will be subject to, and may be adversely affected
by, the rights of the holders of any preferred stock that may be issued in the
future.

      On September 27, 2002, we adopted a shareholder rights plan at a special
meeting of DUSA's board of directors. The rights plan could discourage, delay or
prevent a person or group from acquiring 15% or more (or 20% or more in the case
of certain parties) of our common stock, thereby limiting, perhaps, the ability
of our shareholders to benefit from such a transaction.

      The rights plan provides for the distribution of one right as a dividend
for each outstanding share of our common stock to holders of record as of
October 10, 2002. Each right entitles the registered holder to purchase one
one-thousandths of a share of preferred stock at an exercise price of $37.00 per
right. The rights will be exercisable subsequent to the date that a person or
group either has acquired, obtained the right to acquire, or commences or
discloses an intention to commence a tender offer to acquire, 15% or more of our
outstanding common stock (or 20% of the outstanding common stock in the case of
a shareholder or group who beneficially held in excess of 15% at the record
date), or if a person or group is declared an "Adverse Person", as such term is
defined in the rights plan. The rights may be redeemed by DUSA at a redemption
price of one one-hundredth of a cent per right until ten days following the date
the person or group acquires, or discloses an intention to acquire, 15% or 20%
or more, as the case may be, of DUSA, or until such later date as may be
determined by the our board of directors.

      Under the rights plan, if a person or group acquires the threshold amount
of common stock, all holders of rights (other than the acquiring person or
group) may, upon payment of the purchase price then in effect, purchase shares
of common stock of DUSA having a value of twice the purchase price. In the event
that we are involved in a merger or other similar transaction where DUSA is not
the surviving corporation, all holders of rights (other than the acquiring
person or group) shall be entitled, upon payment of the purchase price then in
effect, to purchase common stock of the surviving corporation having a value of
twice the purchase price. The rights will expire on October 10, 2012, unless
previously redeemed. Our board of directors has also adopted certain amendments
to DUSA's certificate of incorporation consistent with the terms of the rights
plan.

                                USE OF PROCEEDS

      DUSA will not receive any proceeds from the sale of shares which may be
sold pursuant to this prospectus for the respective accounts of the selling
securityholders. All such proceeds, net of brokerage commissions, if any, will
be received by the selling securityholders. See "Selling Securityholders" and
"Plan of Distribution."


                                       11
<PAGE>


                             SELLING SECURITYHOLDERS

      This prospectus relates to shares of common stock to be offered by the
selling securityholders pursuant to stock options and warrants issued by us. The
inclusion in the table of the individuals named therein shall not be deemed to
be an admission that any such individuals are "affiliates" of DUSA.

      The following is a list, as of July 1, 2005, of the selling
securityholders and the number of shares held by each selling securityholder.

<TABLE>
<CAPTION>
                                            NUMBER OF        NUMBER OF             NUMBER OF            PERCENTAGE OF
                                             SHARES        SHARES TO BE          SHARES OWNED            SHARES OWNED
NAME                                        OWNED(1)         OFFERED(2)        AFTER OFFERING(3)        AFTER OFFERING
----                                        --------         ----------        -----------------        --------------
<S>                                         <C>            <C>                 <C>                      <C>
Mark C. Carota (4)                                52,500           104,375                      0                   *
Richard C. Christopher (5)                        24,500            69,500                      0                   *
Scott L. Lundahl (6)                             135,207           185,000                    207                   *
Stuart L. Marcus (7)                             170,625           219,375                      0                   *
Paul A. Sowyrda (8)                               69,375           142,500                      0                   *
John H. Abeles (9)                                99,500            85,000                 14,500                   *
David Bartash (10)                                70,500            55,000                 15,500                   *
Jay H. Haft (11)                                 123,250            88,750                 34,500                   *
Richard Lufkin (12)                              117,100           117,000                    100                   *
Magnus Moliteus (13)                              35,000            35,000                      0                   *
D. Geoffrey Shulman (14)                       1,195,168         1,388,219                 24,449                   *
Robert Doman (15)                                      0           100,000                      0                   *
Gary F. Talarico (16)                              1,000            30,000                  1,000                   *
</TABLE>

----------

*     Less than one percent.

(1)   Represents shares beneficially owned by the named individual which have
      been granted under the 1991 Incentive Stock Option Plan of Deprenyl USA,
      Inc. (Deprenyl USA, Inc. is the former name of DUSA Pharmaceuticals,
      Inc.), the DUSA Pharmaceuticals, Inc. 1994 Restricted Stock Option Plan,
      the DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as amended, individual
      stock option agreements with D. Geoffrey Shulman, Richard C. Lufkin and
      Scott Lundahl and a Class B Warrant Agreement with D. Geoffrey Shulman,
      including shares that such individual has the right to acquire upon
      exercise of options or warrants vesting within sixty (60) days of July 1,
      2005, but does not include shares underlying options and warrants which
      vest more than sixty (60) days from such date. Also includes all shares
      previously issued to such individuals after the exercise of options or
      warrants granted under the listed plans and shares of common stock
      otherwise acquired, or beneficially owned, by such named individual.
      Unless otherwise noted, all persons referred to above have sole voting and
      sole investment power.

(2)   Includes all outstanding options and warrants to purchase shares of common
      stock, whether or not vested or exercisable within sixty (60) days of the
      date set forth above, granted to the named individuals under the
      enumerated plans, as well as all shares previously issued to such
      individuals after the exercise of options or warrants granted under such
      plans. All of such shares are being registered hereunder.

(3)   Does not constitute a commitment to sell any or all of the stated number
      of shares of common stock. The number of shares offered shall be
      determined from time to time by each selling securityholder at their sole
      discretion.


                                       12
<PAGE>

(4)   Mr. Carota joined us in October 1999 and was elected as our Vice
      President, Operations in February 2000. Beneficial ownership includes
      52,500 shares of common stock underlying stock options granted to Mr.
      Carota which will have vested within sixty (60) days after July 1, 2005.
      The number of shares owned does not include 51,875 shares of common stock
      underlying stock options granted to Mr. Carota which will vest more than
      sixty (60) days after July 1, 2005.

(5)   Mr. Christopher joined us in December 2000 and was appointed to the
      position of Vice President, Finance and Chief Financial Officer effective
      February 16, 2005. Before that, Mr. Christopher served as our Vice
      President, Financial Planning and Business Analysis and had also served as
      our Director, Financial Analysis. Beneficial ownership includes 24,500
      shares of common stock underlying stock options granted to Mr. Christopher
      which will have vested within sixty (60) days after July 1, 2005. The
      number of shares owned does not include 45,000 shares of common stock
      underlying stock options granted to Mr. Christopher which will vest more
      than sixty (60) days after July 1, 2005.

(6)   Mr. Lundahl joined us in May 1998 and was elected as our Vice President,
      Regulatory Affairs and Intellectual Property in June 2003. Before that,
      Mr. Lundahl was our Vice President, Technology and Device Development from
      June 1999 until June 2003. Beneficial ownership includes 5,207 shares of
      common stock and 130,000 shares of common stock underlying stock options
      granted to Mr. Lundahl which will have vested within sixty (60) days after
      July 1, 2005. The number of shares owned does not include 50,000 shares of
      common stock underlying stock options granted to Mr. Lundahl which will
      vest more than sixty (60) days after July 1, 2005.

(7)   Dr. Marcus was elected as our Vice President, Scientific Affairs and Chief
      Medical Officer in October 1993. Beneficial ownership includes 170,625
      shares of common stock underlying stock options granted to Dr. Marcus
      which will have vested within sixty (60) days after July 1, 2005. The
      number of shares owned does not include 48,750 shares of common stock
      underlying stock options granted to Dr. Marcus which will vest more than
      sixty (60) days after July 1, 2005.

(8)   Mr. Sowyrda joined us in April 2000 and was elected as our Vice President,
      Sales and Marketing in August 2000. With the addition of Mr. Talarico to
      DUSA as Vice President, Sales, Mr. Sowyrda has assumed the position of
      Vice President, Marketing, effective February 16, 2005. Beneficial
      ownership includes 69,375 shares of common stock underlying stock options
      granted to Mr. Sowyrda which will have vested within sixty (60) days after
      July 1, 2005. The number of shares owned does not include 73,125 shares of
      common stock underlying stock options granted to Mr. Sowyrda which will
      vest more than sixty (60) days after July 1, 2005.

(9)   Dr. Abeles has served as a director since August 1994. Beneficial
      ownership includes 34,500 shares of common stock and 65,000 shares of
      common stock underlying stock options granted to Dr. Abeles which will
      have vested within sixty (60) days after July 1, 2005. Dr. Abeles shares
      investment and voting power with regard to the 24,500 shares of common
      stock.

(10)  Mr. Bartash has served as a director since November 2001. Beneficial
      ownership includes 15,500 shares of common stock and 55,000 shares of
      common stock underlying stock options granted to Mr. Bartash which will
      have vested within sixty (60) days after July 1, 2005.

(11)  Mr. Haft has served as a director since September 1996. He served as
      Chairman of the Board and Lead Director from June 2003 to January 3, 2005.
      As of January 3, 2005, he serves as Vice Chairman of the Board and Lead
      Director. Beneficial ownership includes 34,500 shares of common stock and
      88,750 shares of common stock underlying stock options granted to Mr. Haft
      which will have vested within sixty (60) days after July 1, 2005. Under
      Rule 13d-3 of the Securities and Exchange Act of 1934, as amended, Mr.
      Haft disclaims, but may be deemed to be the beneficial owner of, the
      34,500 shares of common stock held indirectly by Mr. Haft's spouse.


                                       13
<PAGE>

(12)  Mr. Lufkin has served as a director since January 1992. Beneficial
      ownership includes 12,100 shares of common stock and 105,000 shares of
      common stock underlying stock options granted to Mr. Lufkin which will
      have vested within sixty (60) days after July 1, 2005.

(13)  Mr. Moliteus has served as a director since August 2003. Beneficial
      ownership includes 35,000 shares of common stock underlying stock options
      granted to Mr. Moliteus which will have vested within sixty (60) days
      after July 1, 2005.

(14)  Dr. Shulman is our founder and has served as director and Chief Executive
      Officer since September 1991 and formerly served as our President and
      Chairman of the Board at various times since our inception. In January
      2005, Dr. Shulman was re-appointed Chairman upon Mr. Doman's appointment
      as President. Beneficial ownership includes 82,668 shares of common stock,
      812,500 shares of common stock underlying stock options and 300,000 shares
      of common stock underlying a warrant granted to Dr. Shulman which will
      have vested within sixty (60) days after July 1, 2005. The number of
      shares owned does not include 217,500 shares of common stock underlying
      stock options granted to Dr. Shulman which will vest more than sixty (60)
      days after July 1, 2005.

(15)  Mr. Doman joined us as our new President and Chief Operating Officer
      effective January 3, 2005. Mr. Doman has been granted 100,000 stock
      options which will vest more than sixty (60) days after July 1, 2005.

(16)  Mr. Talarico joined us as our new Vice President, Sales effective February
      16, 2005. The number of shares owned does not include 30,000 shares of
      common stock underlying stock options granted to Mr. Talarico which will
      vest more than sixty (60) days after July 1, 2005.


                                       14
<PAGE>


                              PLAN OF DISTRIBUTION

      Shares offered hereby may be sold from time to time directly by or on
behalf of the selling securityholders in one or more transactions on the Nasdaq
National Market or on any stock exchange on which the common stock may be listed
at the time of sale, in privately negotiated transactions, or through a
combination of such methods, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at fixed prices (which may be
changed) or at negotiated prices. The selling securityholders may sell shares
through one or more agents, brokers or dealers or directly to purchasers. Such
brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from the selling securityholders and/or purchasers of
the shares or both (which compensation as to a particular broker or dealer may
be in excess of customary commissions).

      In connection with such sales, the selling securityholders and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions they receive and the proceeds of any sale of shares may be
deemed to be underwriting discounts and commissions under the Securities Act.

      In order to comply with certain state securities laws, if applicable, the
shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the shares may not be sold unless the
shares have been registered or qualified for sale in such state or an exemption
from regulation or qualification is available and is complied with. Sales of
shares must also be made by the selling securityholders in compliance with all
other applicable state securities laws and regulations.

      In addition to any shares sold hereunder, selling securityholders may, at
the same time, sell any shares of common stock owned by them in compliance with
all of the requirements of Rule 144, regardless of whether such shares are
covered by this reoffer prospectus. There can be no assurance that any of the
selling securityholders will sell any or all of the shares offered by them
hereby.

      DUSA will pay all expenses of the registration of the shares. DUSA has
notified certain selling securityholders of the need to deliver a copy of this
reoffer prospectus in connection with any sale of the shares.

                                  LEGAL MATTERS

      The validity of the shares being offered hereby has been passed upon for
DUSA by Reed Smith LLP. Nanette W. Mantell, Esq., a partner of Reed Smith LLP,
serves as DUSA's Secretary, which is an officer position.

                                     EXPERTS

      The consolidated financial statements and management's report on the
effectiveness of internal control over financial reporting incorporated in this
prospectus by reference from DUSA's Annual Report on Form 10-K for the year
ended December 31, 2004 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 under the Securities Act with respect to the shares of
common stock offered hereby. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits thereto.
You can find additional information regarding us and the common stock in the
registration statement and the exhibits. Statements contained in this prospectus
regarding the contents of any contract or any other document to which reference
is made are not


                                       15
<PAGE>

necessarily complete, and, in each instance where a copy of such contract or
other document has been filed as an exhibit to the registration statement,
reference is made to the copy so filed, each such statement being qualified in
all respects by such reference.

      We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, file reports and other information with the Commission. The
registration statement, including exhibits, and the reports and other
information filed by us can be inspected without charge at the public reference
facilities maintained by the Commission at the Securities and Exchange
Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C.,
20549. Copies of such material can be obtained from such offices at fees
prescribed by the Commission. The public may obtain information on the operation
of the Public Reference room by calling the Commission at 1-800-SEC-0330. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of this site is
http://www.sec.gov. In addition, you can also access documents we file with the
Commission at our website, http://www.dusapharma.com.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents, which have been filed by us with the Commission
pursuant to the Exchange Act, are incorporated by reference in this prospectus
as of their respective dates:

      (a)   The Annual Report on Form 10-K for the year ended December 31, 2004;

      (b)   The Quarterly Report on Form 10-Q for the quarter ended March 31,
            2005;

            The Current Reports on Form 8-K filed with the Commission on
            April 4, 2005, April 6, 2005, April 12, 2005, April 19, 2005,
            and June 22, 2005, respectively;

      (c)   All other reports filed pursuant to Section 13 or 15(d) of the
            Exchange Act since December 31, 2004; and

      (d)   The description of DUSA's common stock contained in its registration
            statement on Form 8-A which was filed on January 3, 1992 and amended
            on October 24, 1997 and in DUSA's report on Form 10-Q which was
            filed on November 12, 1997.

      All documents filed by us pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date hereof and prior to the termination of the
offering shall be deemed to be incorporated by reference into this prospectus
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.

      We will provide without charge to any person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request of
such person, a copy of each document incorporated by reference in the prospectus
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into this prospectus). Requests should be directed to
Shari Lovell, care of DUSA Pharmaceuticals, Inc., 555 Richmond Street West,
Suite 300, Toronto, Ontario, M5V 3B1, Canada, or by calling 1-800-607-2530. Our
World Wide Web site is located at www.dusapharma.com. Information on the Web
site is not incorporated by reference into this prospectus.


                                       16
<PAGE>


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



                                2,619,719 SHARES



                                      DUSA
                              PHARMACEUTICALS, INC.


                                  Common Stock




                                   ----------

                                   PROSPECTUS

                                   ----------





                                  July 1, 2005


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

<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. EXHIBITS

      (4)   Instruments defining the rights of security holders

            (4.1) DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as amended
                  (Previously filed as Exhibit 4.1 to DUSA's Post-Effective
                  Amendment No. 3 to Registration Statement on Form S-8 on April
                  28, 2005.)

      (5)   Opinion re: legality

            (5.1) Opinion of Reed Smith LLP.

      (23)  Consents of experts and counsel

            (23.1) Consent of Independent Registered Public Accounting Firm

            (23.2) Consent of Reed Smith LLP, included in Exhibit 5.1

      (24)  Power of Attorney

            (24.1) Power of Attorney (Previously filed as part of the Form S-8
                  (File No. 333-92259) filed on December 7, 1999, the Form S-8
                  (File No. 333-57890) filed on March 29, 2001, and three
                  post-effective amendments to Form S-8, filed on September 5,
                  2001, May 19, 2004 and April 28, 2005, respectively.)


                                      II-1
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wilmington, Commonwealth
of Massachusetts, on this 30th day of June, 2005.

                                            DUSA Pharmaceuticals, Inc.
                                            ------------------------------------
                                            Registrant

                                            By: /s/ D. Geoffrey Shulman
                                                --------------------------------
                                                D. Geoffrey Shulman, MD, FRCPC
                                                Chief Executive Officer

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

<TABLE>
<S>                                           <C>                                                <C>
   /s/ D. Geoffrey Shulman                    Director, Chairman of the Board and                June 30, 2005
   -------------------------------            Chief Executive Officer                            -------------
   D. Geoffrey Shulman, MD,                   (principal executive officer)
   FRCPC

                     *                        President and Chief Operating Officer              June 30, 2005
   -------------------------------                                                               -------------
   Robert F. Doman

                     *                        Vice President, Finance and Chief                  June 30, 2005
   -------------------------------            Financial Officer (principal financial             -------------
   Richard C. Christopher                     officer and principal accounting
                                              officer)


                     *                        Vice Chairman of the Board and Lead                June 30, 2005
   --------------------------------           Director                                           -------------
   Jay M. Haft, Esq.

                     *                        Director                                           June 30, 2005
   --------------------------------                                                              -------------
   John H. Abeles, MD

                     *                        Director                                           June 30, 2005
   --------------------------------                                                              -------------
   Richard C. Lufkin, SB, MBA

                     *                        Director                                           June 30, 2005
   --------------------------------                                                              -------------
   David M. Bartash

                     *                        Director                                           June 30, 2005
   --------------------------------                                                              -------------
   Magnus Moliteus
</TABLE>

*  By his signature set forth below, the undersigned, pursuant to duly
   authorized powers of attorney previously filed with the Securities and
   Exchange Commission, has signed this Registration Statement on Form S-8 on
   behalf of the persons indicated.

By: /s/ D. Geoffrey Shulman
   --------------------------------------------------
     D. Geoffrey Shulman, Attorney-in-Fact


                                      II-2
<PAGE>


                                  EXHIBIT INDEX

      (4)   Instruments defining the rights of security holders

            (4.1) DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as amended
                  (Previously filed as Exhibit 4.1 to DUSA's Post-Effective
                  Amendment No. 3 to Registration Statement on Form S-8 on April
                  28, 2005.)

      (5)   Opinion re: legality

            (5.1) Opinion of Reed Smith LLP.

      (23)  Consents of experts and counsel

            (23.1) Consent of Independent Registered Public Accounting Firm

            (23.2) Consent of Reed Smith LLP, included in Exhibit 5.1

      (24)  Power of Attorney

            (24.1) Power of Attorney (Previously filed as part of the Form S-8
                  (File No. 333-92259) filed on December 7, 1999, the Form S-8
                  (File No. 333-57890) filed on March 29, 2001, and three
                  post-effective amendments to Form S-8, filed on September 5,
                  2001, May 19, 2004 and April 28, 2005, respectively.)


                                      II-3
[{"type": "S-8", "sequence": "1", "filename": "y10537sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 76471}]
{"company-data": {"conformed-name": "DUSA PHARMACEUTICALS INC", "cik": "0000879993", "assigned-sic": "2834", "irs-number": "223103129", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126345", "film-number": "05933372"}, "business-address": {"street1": "25 UPTON DRIVE", "city": "WILMINGTON", "state": "MA", "zip": "01887", "phone": "9786577500"}, "mail-address": {"street1": "25 UPTON DRIVE", "city": "WILMINGTON", "state": "MA", "zip": "01887"}, "former-company": {"former-conformed-name": "DEPRENYL USA INC / NJ", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on July 1, 2005

                                                   Registration No. ____________

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                           DUSA PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              NEW JERSEY                               22-3103129
     (State or Other Jurisdiction                   (I.R.S. Employer
   of Incorporation or Organization)               Identification No.)

                                 25 UPTON DRIVE
                         WILMINGTON, MASSACHUSETTS 01887
               (Address of Principal Executive Offices) (Zip Code)

             1991 INCENTIVE STOCK OPTION PLAN OF DEPRENYL USA, INC.
          DUSA PHARMACEUTICALS, INC. 1994 RESTRICTED STOCK OPTION PLAN
            DUSA PHARMACEUTICALS, INC. 1996 OMNIBUS PLAN, AS AMENDED
                 STOCK OPTION AGREEMENTS FOR D. GEOFFREY SHULMAN
                  STOCK OPTION AGREEMENT FOR RICHARD C. LUFKIN
                    STOCK OPTION AGREEMENTS FOR SCOTT LUNDAHL
                CLASS B WARRANT AGREEMENT FOR D. GEOFFREY SHULMAN
                            (Full Title of the Plans)

                            NANETTE W. MANTELL, ESQ.
                                 REED SMITH LLP
                           PRINCETON FORRESTAL VILLAGE
                           136 MAIN STREET - SUITE 250
                        PRINCETON, NEW JERSEY 08543-7839
                                 (609) 514-8541
              (Name and Address and Telephone of Agent for Service)

                                   COPIES TO:

             ROBERT F. DOMAN, PRESIDENT AND CHIEF OPERATING OFFICER
                           DUSA PHARMACEUTICALS, INC.
                                 25 UPTON DRIVE
                         WILMINGTON, MASSACHUSETTS 01887
                                 (978) 657-7500
CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed
                                                                          Offering Price       Maximum
                                                             Amount            Per            Aggregate         Amount of
           Title of Each Class of Securities                  to be           Share           Offering        Registration
                    to be Registered                       Registered                           Price              Fee
                    ----------------                       ----------    ----------------       -----              ---
1996 Omnibus Plan, as amended - Shares of Common Stock,
no par value (options reserved for future grants)          590,546(1)        $9.39(2)       $5,545,226.94      $652.67(3)

TOTAL REGISTRATION FEE  ........................................................................................$652.67
(1)   Together with an indeterminate number of additional shares which may be
      issued pursuant to the 1996 Omnibus Plan, as amended, as a result of stock
      splits, stock dividends or similar transactions in accordance with Rule
      416.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended,
      based upon the average of the high and low price as reported on The NASDAQ
      National Market on June 29, 2005.

(3)   Amount previously paid and on account with the Securities and Exchange
      Commission.
INTRODUCTORY STATEMENT

      This registration statement on Form S-8 relates to additional shares of
DUSA Pharmaceuticals, Inc. common stock, no par value, now eligible for issuance
under the DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as amended (the "Plan")
and includes a revised reoffer prospectus reflecting stock options granted by
DUSA to certain of the selling securityholders named therein. The Plan was
previously reported in a registration statement on Form S-8 (File No. 333-92259)
filed with the Securities and Exchange Commission on December 7, 1999, a
registration statement on Form S-8 (File No. 333-57890) filed with the
Securities and Exchange Commission on March 29, 2001, and three post-effective
amendments to Form S-8, filed on September 5, 2001, May 19, 2004 and April 28,
2005, respectively.

      This registration statement includes a revised reoffer prospectus and the
590,546 shares of DUSA common stock covered by Post-Effective Amendment No. 3
filed on April 28, 2005. The inclusion of the individuals listed under the
"Selling Securityholder" section of the prospectus does not constitute a
commitment to sell any or all of the stated number of shares of common stock.
The number of shares offered shall be determined from time to time by each
selling securityholder at their sole discretion and such individuals are listed
as selling securityholders solely to register the shares that each has received
or will receive upon the exercise of options under DUSA's various equity
compensation plans.

      This registration statement contains two parts. The first part contains
the reoffer prospectus which has been prepared in accordance with Instruction C
of the General Instructions to Form S-8. The second part contains information
required to be included in Part II of a registration statement on Form S-8. In
accordance with the provisions of General Instruction E of Form S-8, DUSA hereby
incorporates by reference the contents of DUSA's currently effective
registration statements on Form S-8 (File Nos. 333-92259 and 333-57890), filed
with the Securities and Exchange Commission on December 7, 1999 and March 29,
2001, respectively, and three post-effective amendments to the registration
statements on Form S-8, filed on September 5, 2001, May 19, 2004 and April 28,
2005, respectively.
PROSPECTUS

           2,619,719 SHARES OF COMMON STOCK BY SELLING SECURITYHOLDERS

                           DUSA PHARMACEUTICALS, INC.

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

      The shares of common stock of DUSA Pharmaceuticals, Inc. covered by this
prospectus may be offered and sold to the public by certain selling
securityholders of DUSA. The selling securityholders have acquired the shares
through their exercise of stock options and/or a warrant granted to them under
DUSA's 1991 Incentive Stock Option Plan of Deprenyl USA, Inc. (Deprenyl USA,
Inc. is the former name of DUSA Pharmaceuticals, Inc.), 1994 Restricted Stock
Option Plan, 1996 Omnibus Plan, as amended, together with stock option
agreements with D. Geoffrey Shulman, Richard C. Lufkin and Scott Lundahl,
individually, and a Class B Warrant Agreement with D. Geoffrey Shulman.

      Our common stock is quoted on the Nasdaq National Market under the symbol
"DUSA." On June 29, 2005, the closing price of a share of our common stock on
the Nasdaq National Market was $9.43 per share.

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

      INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 2.

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

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                  The date of this prospectus is July 1, 2005.
TABLE OF CONTENTS
Page
                                                                           ----
DUSA Pharmaceuticals, Inc....................................................1
Risk Factors.................................................................2
Use of Proceeds.............................................................11
Selling Securityholders.....................................................12
Plan of Distribution........................................................15
Legal Matters...............................................................15
Experts.....................................................................15
Where You Can Find More Information.........................................15
Incorporation of Certain Documents by Reference.............................16
--------------

      The mailing address and telephone number of our principal executive
offices is 25 Upton Drive, Wilmington, Massachusetts 01887 and (978) 657-7500.

      You should rely only on the information contained in this prospectus or
any supplement, including the documents that we incorporate by reference. We
have not authorized anyone to provide you with information different from that
which is contained in or incorporated by reference to this prospectus. We are
offering to sell shares of common stock and seeking offers to buy shares of
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of the
prospectus, regardless of the time of delivery of this prospectus or of any sale
of the common stock.
DUSA PHARMACEUTICALS, INC.

      We are a pharmaceutical company developing drugs in combination with light
devices to treat or detect a variety of conditions in processes known as
photodynamic therapy and photodetection. We are engaged primarily in the
research, development and marketing of our first drug, the Levulan(R) brand of
aminolevulinic acid HCl, or ALA, with light, for use in a broad range of medical
conditions.

      -     When we use Levulan(R) and follow it with exposure to light to treat
            a medical condition it is known as Levulan(R) photodynamic therapy
            or Levulan(R) PDT.

      -     When we use Levulan(R) and follow it with exposure to light to
            detect medical conditions it is known as Levulan(R) photodetection
            or Levulan(R) PD.

      We are developing Levulan(R) PDT and PD under an exclusive worldwide
license of patents and technology from PARTEQ Research and Development
Innovations, the licensing arm of Queen's University, Kingston, Ontario, Canada.
We also own or license certain patents relating to methods for using
pharmaceutical formulations which contain our drug and related processes and
improvements. In the United States, DUSA(R), DUSA Pharmaceuticals, Inc.(R),
Levulan(R), Kerastick(R) and BLU-U(R) are registered trademarks. Several of
these trademarks are also registered in Europe, Australia, Canada, and in other
parts of the world.

      Our first products, the Levulan(R) Kerastick(R) 20% Topical Solution with
PDT and the BLU-U(R) brand light source were launched in the United States in
September 2000 for the treatment of actinic keratoses, or AKs, of the face or
scalp under a marketing, development and supply agreement with a former
marketing collaborator for dermatology products. AKs are precancerous skin
lesions caused by chronic sun exposure that can develop over time into a form of
skin cancer called squamous cell carcinoma. In addition, in September 2003 we
received clearance from the FDA to market the BLU-U(R) without Levulan(R) for
the treatment of moderate inflammatory acne vulgaris.

      We are responsible for all regulatory, sales, marketing, customer service
and other related product activities. As a result, we have incurred significant
marketing and sales expenses in 2004 and 2005, including the costs associated
with increasing the size and scope of our sales force and other related
marketing activities.

      Our principal executive offices are located at 25 Upton Drive, Wilmington,
Massachusetts, 01887 and our telephone number is (978) 657-7500.

                                       1
RISK FACTORS

      You should carefully consider and evaluate all of the information in, or
incorporated by reference in, this prospectus. The following are among the risks
we face related to our business, assets and operations. They are not the only
ones we face. Any of these risks could materially and adversely affect our
business, results of operations and financial condition, which in turn could
materially and adversely affect the value of the securities being offered by
this report.

      This section of the prospectus contains forward-looking statements of our
plans, objectives, expectations and intentions. We use words such as
"anticipate," "believe," "expect," "future" and "intend" and similar expressions
to identify forward-looking statements. Our actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks factors described below and elsewhere in this
report. You should not place undue reliance on these forward-looking statements,
which apply only as of the date of this report.

                              RISKS RELATED TO DUSA

WE ARE NOT CURRENTLY PROFITABLE AND MAY NOT BE PROFITABLE IN THE FUTURE UNLESS
WE CAN SUCCESSFULLY MARKET AND SELL SIGNIFICANTLY HIGHER QUANTITIES OF OUR
APPROVED PRODUCTS, THE LEVULAN(R) KERASTICK(R) WITH THE BLU-U(R) BRAND LIGHT
SOURCE FOR THE TREATMENT OF AKS OF THE FACE OR SCALP, AND THE BLU-U(R) WITHOUT
LEVULAN(R) FOR THE TREATMENT OF MODERATE INFLAMMATORY ACNE.

      WE HAVE ONLY LIMITED EXPERIENCE MARKETING AND SELLING PHARMACEUTICAL
      PRODUCTS AND, AS A RESULT, OUR REVENUES FROM PRODUCT SALES MAY SUFFER.

      If we are unable to successfully market and sell sufficient quantities of
our approved products, revenues from product sales will be lower than
anticipated and our financial condition may be adversely affected. We are
responsible for marketing our approved dermatology products in the U.S. and the
rest of the world, except Canada, where we have a distributor. We are doing so
without the experience of having marketed pharmaceutical products in the past.
In October 2003, DUSA began hiring a small direct sales force and we increased
the size of our sales force in 2004 to market our products in the U.S. Acquiring
and retaining marketing and sales force capabilities involves significant
expense, and current sales levels are not offsetting the expenses related to
these efforts. In early 2005, we hired additional sales people to penetrate the
market. If our sales and marketing efforts fail, then sales of the Kerastick(R)
and the BLU-U(R) will be adversely affected.

      IF WE CANNOT IMPROVE PHYSICIAN REIMBURSEMENT AND/OR CONVINCE MORE PRIVATE
      INSURANCE CARRIERS TO ADEQUATELY REIMBURSE PHYSICIANS FOR OUR THERAPY,
      SALES OF OUR LEVULAN(R) KERASTICK(R) FOR AKS MAY SUFFER.

      Without adequate levels of reimbursement by government health care
programs and private health insurers, the market for our Levulan(R) Kerastick(R)
for AK therapy will be limited. While we continue to support efforts to improve
reimbursement levels to physicians and are working with the major private
insurance carriers to improve coverage for our therapy, if our efforts are not
successful, adoption of our therapy and sales of our products could be
negatively impacted. Overall, we believe that the 2005 reimbursement changes
related to AK are positive for doctors that use the therapy; however, some
physicians still believe that even the new reimbursement levels do not fully
reflect the required efforts to routinely execute our therapy in their
practices.

                                       2
SINCE WE NOW OPERATE THE ONLY FDA APPROVED MANUFACTURING FACILITY FOR THE
      KERASTICK(R) AND CONTINUE TO RELY HEAVILY ON SOLE SUPPLIERS FOR THE
      MANUFACTURE OF LEVULAN(R) AND THE BLU-U(R), ANY SUPPLY OR MANUFACTURING
      PROBLEMS COULD NEGATIVELY IMPACT OUR SALES.

      If we experience problems producing Kerastick(R) units in our facility, or
if either of our contract suppliers fail to supply DUSA's requirements of
Levulan(R) or the BLU-U(R), our business, financial condition and results of
operations would suffer. We are not currently approved by the FDA to manufacture
the BLU-U(R) on our own.

      Manufacturers and their subcontractors often encounter difficulties when
commercial quantities of products are manufactured for the first time, or
re-starting production after a long lay-off, or large quantities of new products
are manufactured, including problems involving:

      o     product yields,

      o     quality control,

      o     component and service availability,

      o     compliance with FDA regulations, and

      o     the need for further FDA approval if manufacturers make material
            changes to manufacturing processes and/or facilities.

      We cannot guarantee that problems will not arise with production yields,
costs or quality as we and our suppliers seek to commence, re-start and increase
production. Any manufacturing problems could delay or limit our supplies which
would hinder our marketing and sales efforts.

      If our facility, any facility of our contract manufacturers, or any
equipment in those facilities is damaged or destroyed, we may not be able to
quickly or inexpensively replace it. Likewise, if there are any quality or
supply problems with any components or materials needed to manufacturer our
products, we may not be able to quickly remedy the problem(s).

      ANY FAILURE TO COMPLY WITH ONGOING GOVERNMENTAL REGULATIONS IN THE U.S.
      AND ELSEWHERE WILL LIMIT OUR ABILITY TO MARKET OUR PRODUCTS.

      Both the manufacture and marketing of our products, the Levulan(R)
Kerastick(R) with the BLU-U(R) for AKs and the BLU-U(R) without Levulan(R) to
treat moderate inflammatory acne are subject to continuing FDA review as well as
comprehensive regulation by the FDA and by state and local regulatory
authorities. These laws require, among other things,

      o     approval of manufacturing facilities, including adherence to good
            manufacturing and laboratory practices during production and
            storage,

      o     controlled research and testing of products even after approval, and

      o     control of marketing activities, including advertising and labeling.

      If we, or any of our contract manufacturers, fail to comply with these
requirements, we may be limited in the jurisdictions in which we are permitted
to sell our products. Additionally, if we or our manufacturers fail to comply
with applicable regulatory approval requirements, a regulatory agency may also:

      o     send us warning letters,

      o     impose fines and other civil penalties on us,

      o     seize our products,

      o     suspend our regulatory approvals,

      o     refuse to approve pending applications or supplements to approved
            applications filed by us,

      o     refuse to permit exports of our products from the U.S.,

                                       3
o     require us to recall products,

      o     require us to notify physicians of labeling changes and/or product
            related problems,

      o     impose restrictions on our operations, and/or

      o     criminally prosecute us.

      We and our manufacturers must continue to comply with the FDA's Good
Manufacturing Practice, commonly known as cGMP, and Quality System Regulation,
or QSR, and equivalent foreign regulatory requirements. The cGMP requirements
govern quality control and documentation policies and procedures. In complying
with cGMP and foreign regulatory requirements, we and our third-party
manufacturers will be obligated to expend time, money and effort in production,
record keeping and quality control to assure that our products meet applicable
specifications and other requirements.

      As part of our FDA approval for the Levulan(R) Kerastick(R) for AK, we
were required to conduct two Phase IV follow-up studies. We successfully
completed the first study; and submitted our final report on the second study to
the FDA in January 2004. The FDA could request additional information and/or
studies. Additionally, if previously unknown problems with the product, a
manufacturer or its facility are discovered in the future, changes in product
labeling restrictions or withdrawal of the product from the market may occur.

      Manufacturing facilities are subject to ongoing periodic inspection by the
FDA, including unannounced inspections. We cannot guarantee that our third-party
supply sources, or our own Kerastick(R) facility, will continue to meet all
applicable FDA regulations. If we, or any of our manufacturers, fail to maintain
compliance with FDA regulatory requirements, it would be time consuming and
costly to remedy the problem(s) or to qualify other sources. These consequences
could have an adverse effect on our financial condition and operations.

      IF PRODUCT SALES DO NOT INCREASE SIGNIFICANTLY WE MAY NOT BE ABLE TO
      ADVANCE DEVELOPMENT OF OUR OTHER POTENTIAL PRODUCTS AS QUICKLY AS WE WOULD
      LIKE TO, WHICH WOULD DELAY THE APPROVAL PROCESS AND MARKETING OF NEW
      POTENTIAL PRODUCTS.

      If we do not generate sufficient revenues from our approved products, we
may be forced to delay or abandon some or all of our product development
programs. The pharmaceutical development and commercialization process is time
consuming and costly, and any delays might result in higher costs which could
adversely affect our financial condition. Without sufficient product sales, we
might be required to seek additional funding. There is no guarantee that
adequate funding sources could be found to continue the development of all our
potential products. We might be required to commit substantially greater capital
than we have to research and development of such products and we may not have
sufficient funds to complete all or any of our development programs.

      WE HAVE SIGNIFICANT LOSSES AND ANTICIPATE CONTINUED LOSSES FOR THE
      FORESEEABLE FUTURE.

      We have a history of operating losses. We expect to have continued losses
through at least 2005 as we attempt to increase sales of our approved products
in the marketplace and continue research and development of potential new
products. As of March 31, 2005, our accumulated deficit was approximately
$78,870,000. On June 22, 2005, we announced that for the quarter ending June 30,
2005, we anticipate sales to be lower than sales for the quarter ended March 31,
2005. We cannot predict whether any of our products will achieve significant
enough market acceptance or generate sufficient revenues to enable us to become
profitable.

                                       4
IF WE ARE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, TRADE SECRETS OR
KNOW-HOW, WE MAY NOT BE ABLE TO OPERATE OUR BUSINESS PROFITABLY.

      WE HAVE LIMITED PATENT PROTECTION AND IF WE ARE UNABLE TO PROTECT OUR
      PROPRIETARY RIGHTS, COMPETITORS MIGHT BE ABLE TO DEVELOP SIMILAR PRODUCTS
      TO COMPETE WITH OUR PRODUCTS AND TECHNOLOGY.

      Our ability to compete successfully depends, in part, on our ability to
defend patents that have issued, obtain new patents, protect trade secrets and
operate without infringing the proprietary rights of others. We have no compound
patent protection for our Levulan(R) brand of the compound ALA. Our basic
patents are for methods of detecting and treating various diseased tissues using
ALA (or related compounds called precursors), in combination with light. We own
or exclusively license patents and patent applications related to the following:

      o     methods of using ALA and its unique physical forms in combination
            with light, and

      o     compositions and apparatus for those methods, and

      o     unique physical forms of ALA.

      We have limited patent protection outside the U.S., which may make it
easier for third-parties to compete there. Our basic method of treatment patents
and applications have counterparts in only six foreign countries, one of which
is the subject of legal action, and certain countries under the European Patent
Convention. Even where we have patent protection, there is no guarantee that we
will be able to enforce our patents. Additionally, enforcement of a given patent
may not be practicable or an economically viable alternative.

      In 2002, we received notice of a lawsuit filed in Australia by PhotoCure
ASA alleging that Australian Patent No. 624985, which is one of the patents
licensed to us by PARTEQ Research & Development Innovations, the technology
transfer arm of Queen's University at Kingston, Ontario, relating to our ALA
technology, is invalid. As a consequence of this action, Queen's University
assigned the Australian patent to DUSA so that we could participate directly in
the litigation. On April 6, 2005, the Federal Court of Australia ruled that the
patent is valid and remains in full force and effect. However, the Court also
ruled that PhotoCure's product does not infringe the claims in the Australian
patent. Since these claims are unique to the Australian patent and Australian
law differs from patent law in other jurisdictions, we do not expect that this
decision is determinative of the validity of any other patents licensed by us
from Queen's University or of whether PhotoCure's product infringes claims in
such other patents, including the United States patent. None of the parties have
appealed the decision and the date to do so has expired. The parties signed a
Mediation Agreement in August 2004 to attempt to settle their disputes and those
discussions are ongoing.

      Some of the indications for which we are developing therapies may not be
covered by the claims in any of our existing patents. Even with the issuance of
additional patents to DUSA, other parties are free to develop other uses of ALA,
including medical uses, and to market ALA for such uses, assuming that they have
obtained appropriate regulatory marketing approvals. ALA in the chemical form
has been commercially supplied for decades, and is not itself subject to patent
protection. There are reports of third-parties conducting clinical studies with
ALA in countries outside the U.S. where PARTEQ does not have patent protection.
In addition, a number of third-parties are seeking patents for uses of ALA not
covered by our patents. These other uses, whether patented or not, and the
commercial availability of ALA, could limit the scope of our future operations
because ALA products could come on the market which would not infringe our
patents but would compete with our Levulan(R) products even though they are
marketed for different uses.

      While we attempt to protect our proprietary information as trade secrets
through agreements with each employee, licensing partner, consultant,
university, pharmaceutical company and agent, we cannot guarantee that these
agreements will provide effective protection for our proprietary information. It
is possible that:

                                       5
o     these persons or entities might breach the agreements,

      o     we might not have adequate remedies for a breach, and/or

      o     our competitors will independently develop or otherwise discover our
            trade secrets.

      PATENT LITIGATION IS EXPENSIVE, AND WE MAY NOT BE ABLE TO AFFORD THE
      COSTS.

      The costs of litigation or any proceeding relating to our intellectual
property rights could be substantial even if resolved in our favor. Some of our
competitors have far greater resources than we do and may be better able to
afford the costs of complex patent litigation. For example, third-party
competitors may infringe one or more of our patents, and we could be required to
spend significant resources to enforce our patent rights. Also, if we were to
sue a third-party for infringement of our patents in the U.S., that third-party
could challenge the validity of our patent(s). We cannot guarantee that a
third-party will not claim, with or without merit, that we have infringed their
patent(s) or misappropriated their proprietary material. Defending this type of
legal action involves considerable expense and could negatively affect our
financial results.

      Additionally, if a third-party were to file a U.S. patent application, or
be issued a patent claiming technology also claimed by us in a pending U.S.
application(s), we may be required to participate in interference proceedings in
the U.S. Patent and Trademark Office to determine the priority of invention. A
third-party could also request the declaration of a patent interference between
one of our issued U.S. patents and one of its patent applications. Any
interference proceedings likely would require participation by us and/or PARTEQ,
could involve substantial legal fees and result in a loss or lessening of our
patent protection.

WE HAVE ONLY TWO THERAPIES THAT HAVE RECEIVED REGULATORY APPROVAL OR CLEARANCE
AND WE CANNOT PREDICT WHETHER WE WILL EVER DEVELOP OR COMMERCIALIZE ANY OTHER
PRODUCTS.

      EXCEPT FOR THE LEVULAN(R) KERASTICK(R) WITH THE BLU-U(R) TO TREAT AKS, AND
      THE USE OF THE BLU-U(R) ALONE TO TREAT MODERATE INFLAMMATORY ACNE, ALL OF
      OUR POTENTIAL PRODUCTS ARE IN EARLY STAGES OF DEVELOPMENT AND MAY NEVER
      RESULT IN ANY COMMERCIALLY SUCCESSFUL PRODUCTS.

      We do not know if any of our products will ever be commercially
successful. Currently, we are developing a single drug compound, ALA, under the
trademark Levulan(R), with light for a number of different medical conditions
using photodynamic therapy, or PDT. To be profitable, we must successfully
research, develop, obtain regulatory approval for, manufacture, introduce,
market and distribute our products. Except for DUSA's two approved therapies,
all of our other potential products are at an early stage of development and
subject to the risks of failure inherent in the development of new
pharmaceutical products and products based on new technologies. These risks
include:

      o     delays in product development, clinical testing or manufacturing,

      o     unplanned expenditures in product development, clinical testing or
            manufacturing,

      o     failure in clinical trials or failure to receive regulatory
            approvals,

      o     emergence of superior or equivalent products,

      o     inability to market products due to third-party proprietary rights,
            and

      o     failure to achieve market acceptance.

      We cannot predict how long the development of our investigational stage
products will take or whether they will be medically effective. We cannot be
sure that a successful market will continue to develop for our drug technology.

                                       6
WE MUST RECEIVE SEPARATE APPROVAL FOR EACH OF OUR POTENTIAL PRODUCTS
      BEFORE WE CAN SELL THEM COMMERCIALLY IN THE U.S. OR ABROAD.

      All of our potential Levulan(R) products will require the approval of the
FDA before they can be marketed in the U.S. If we fail to obtain the required
approvals for these products our revenues will be limited. Before an application
to the FDA seeking approval to market a new drug, called an NDA, can be filed, a
product must undergo, among other things, extensive animal testing and human
clinical trials. The process of obtaining FDA approvals can be lengthy, costly,
and time-consuming. Following the acceptance of an NDA, the time required for
regulatory approval can vary and is usually 1 to 3 years or more. The FDA may
require additional animal studies and/or human clinical trials before granting
approval. Our Levulan(R) PDT products are based on relatively new technology. To
the best of our knowledge, the FDA has approved only 3 drugs for use in
photodynamic therapy, including Levulan(R). This factor may lengthen the
approval process. We face much trial and error and we may fail at numerous
stages along the way.

      We cannot predict whether we will obtain approval for any of our potential
products. Data obtained from preclinical testing and clinical trials can be
susceptible to varying interpretations which could delay, limit or prevent
regulatory approvals. Future clinical trials may not show that Levulan(R) PDT or
photodetection, known as PD, is safe and effective for any new use we are
studying. In addition, delays or disapprovals may be encountered based upon
additional governmental regulation resulting from future legislation or
administrative action or changes in FDA policy. We must also obtain foreign
regulatory clearances before we can market any potential products in foreign
markets. The foreign regulatory approval process includes all of the risks
associated with obtaining FDA marketing approval and may impose substantial
additional costs.

      IF WE ARE UNABLE TO OBTAIN THE NECESSARY CAPITAL TO FUND OUR OPERATIONS,
      WE WILL HAVE TO DELAY OUR DEVELOPMENT PROGRAMS AND MAY NOT BE ABLE TO
      COMPLETE OUR CLINICAL TRIALS.

      Since our current sales goals for our products may not be met in the
future, we may need substantial additional funds to fully develop, manufacture,
market and sell our other potential products. In addition to the funds we
received in connection with a private placement consummated in February 2004, we
may obtain funds through other public or private financings, including equity
financing, and/or through collaborative arrangements. We cannot predict whether
any financing will be available at all or on acceptable terms.

      Dependent on the extent of available funding, we may delay, reduce in
scope or eliminate some of our research and development programs as we did in
2003. We may also choose to license rights to third parties to commercialize
products or technologies that we would otherwise have attempted to develop and
commercialize on our own which could reduce our potential revenues.

BECAUSE OF THE NATURE OF OUR BUSINESS, THE LOSS OF KEY MEMBERS OF OUR MANAGEMENT
TEAM COULD DELAY ACHIEVEMENT OF OUR GOALS.

      We are a small company with only 88 employees, including 4 part-time
employees as of July 1, 2005. We are highly dependent on several key
officer/employees with specialized scientific and technical skills without whom
our business, financial condition and results of operations would suffer. The
photodynamic therapy industry is still quite small and the number of experts is
limited. The loss of these key employees could cause significant delays in
achievement of our business and research goals since very few people with their
expertise could be hired. Our growth and future success will depend, in large
part, on the continued contributions of these key individuals as well as our
ability to motivate and retain other qualified personnel in our specialty drug
and light device areas.

                                       7
RISKS RELATED TO OUR INDUSTRY

PRODUCT LIABILITY AND OTHER CLAIMS AGAINST US MAY REDUCE DEMAND FOR OUR PRODUCTS
OR RESULT IN DAMAGES.

      WE ARE SUBJECT TO RISK FROM POTENTIAL PRODUCT LIABILITY LAWSUITS WHICH
      COULD NEGATIVELY AFFECT OUR BUSINESS.

      The development, manufacture and sale of medical products exposes us to
product liability claims related to the use or misuse of our products. Product
liability claims can be expensive to defend and may result in significant
judgments against us. A successful claim in excess of our insurance coverage
could materially harm our business, financial condition and results of
operations. Additionally, we cannot guarantee that continued product liability
insurance coverage will be available in the future at acceptable costs. If the
cost is too high, we may have to self-insure.

      OUR BUSINESS INVOLVES ENVIRONMENTAL RISKS AND WE MAY INCUR SIGNIFICANT
      COSTS COMPLYING WITH ENVIRONMENTAL LAWS AND REGULATIONS.

      We have used various hazardous materials, such as mercury in fluorescent
tubes in our research and development activities. We are subject to federal,
state and local laws and regulations which govern the use, manufacture, storage,
handling and disposal of hazardous materials and specific waste products. Now
that we have established our own production line for the manufacture of the
Kerastick(R), we are subject to additional environmental laws and regulations.
We believe that we are in compliance in all material respects with currently
applicable environmental laws and regulations. However, we cannot guarantee that
we will not incur significant costs to comply with environmental laws and
regulations in the future. We also cannot guarantee that current or future
environmental laws or regulations will not materially adversely affect our
operations, business or assets. In addition, although we believe our safety
procedures for handling and disposing of these materials comply with federal,
state and local laws and regulations, we cannot completely eliminate the risk of
accidental contamination or injury from these materials. In the event of such an
accident, we could be held liable for any resulting damages, and this liability
could exceed our resources.

WE MAY NOT BE ABLE TO COMPETE AGAINST TRADITIONAL TREATMENT METHODS OR KEEP UP
WITH RAPID CHANGES IN THE BIOTECHNOLOGY AND PHARMACEUTICAL INDUSTRIES THAT COULD
MAKE SOME OR ALL OF OUR PRODUCTS NON-COMPETITIVE OR OBSOLETE.

      COMPETING PRODUCTS AND TECHNOLOGIES BASED ON TRADITIONAL TREATMENT METHODS
      MAY MAKE SOME OR ALL OF OUR PROGRAMS OR POTENTIAL PRODUCTS NONCOMPETITIVE
      OR OBSOLETE.

      Well-known pharmaceutical, biotechnology and medical device companies are
marketing well-established therapies for the treatment of many of the same
conditions that we are seeking to treat, including AKs, acne, photodamaged skin
and Barrett's esophagus. Doctors may prefer to use familiar methods, rather than
trying our products. Reimbursement issues affect the economic competitiveness of
our products as compared to other more traditional therapies.

      If PhotoCure enters the U.S. marketplace with its PDT product, our sales
revenues may decline.

      Many companies are also seeking to develop new products and technologies,
and receiving approval for medical conditions for which we are developing
treatments. Our industry is subject to rapid, unpredictable and significant
technological change. Competition is intense. Our competitors may succeed in
developing products that are safer or more effective than ours. Many of our
competitors have substantially greater financial, technical and marketing
resources than we have. In addition, several of these companies have
significantly greater experience than we do in developing products, conducting
preclinical and clinical testing and obtaining regulatory approvals to market
products for health care.

                                       8
We cannot guarantee that new drugs or future developments in drug
technologies will not have a material adverse effect on our business. Increased
competition could result in:

      o     price reductions,

      o     lower levels of third-party reimbursements,

      o     failure to achieve market acceptance, and

      o     loss of market share,

any of which could adversely affect our business. Further, we cannot give any
assurance that developments by our competitors or future competitors will not
render our technology obsolete.

OUR PRODUCTS MAY LOSE MARKET SHARE IF NEW MANUFACTURERS BEGIN PRODUCING
COMPETING PRODUCTS THAT ARE ABLE TO PENETRATE OUR MARKET.

      WE HAVE LEARNED THAT COMPOUNDING PHARMACIES ARE PRODUCING A FORM OF
      AMINOLEVULINIC ACID HCL AND ARE MARKETING IT TO THE MEDICAL COMMUNITY.

      We are aware that there are compounding pharmacies that market compounded
versions of aminolevulinic acid HCl as an alternative to our Levulan(R) product.
On January 31, 2005, we filed a lawsuit in the United States District Court for
the District of Arizona against The Cosmetic Pharmacy of Tucson, Arizona
alleging violations of the Lanham Act for false advertising and trademark
infringement and of U.S. patent law. A default was entered on May 2, 2005 in our
favor for failure of The Cosmetic Pharmacy of Tucson, Arizona to appear. Also,
on December 27, 2004, we filed a lawsuit in United States District Court for the
District of Massachusetts against New England Compounding Pharmacy, Inc. of
Framingham, Massachusetts alleging violations of U.S. patent law. New England
Compounding Pharmacy has filed an answer, including a defense alleging
invalidity of our patents, and several counterclaims against us, and we have
filed our response. We cannot be certain whether we will be successful in
defending such counterclaims, however, we have not accrued any amounts for
settlement at this time. Further, while we believe that certain actions of these
pharmacies go beyond the activities which are permitted under the Food, Drug and
Cosmetic Act and have advised the FDA and local health authorities of our
concerns, we cannot be certain that our lawsuits will be successful in curbing
the practices of these pharmacies or that regulatory authorities will intervene
to stop their activities. In addition, there may be other compounding pharmacies
which are following FDA guidelines, or others conducting illegal activities of
which we are not aware, which may be negatively impacting our sales revenues.

      OUR PDT/PD COMPETITORS IN THE BIOTECHNOLOGY AND PHARMACEUTICAL INDUSTRIES
      MAY HAVE BETTER PRODUCTS, MANUFACTURING CAPABILITIES OR MARKETING
      EXPERTISE.

      We anticipate that we will face increased competition as the scientific
development of PDT/PD advances and new companies enter our markets. Several
companies are developing PDT agents other than Levulan(R). These include: QLT
Inc. (Canada); Axcan Pharma Inc. (U.S.); Miravant, Inc. (U.S.); and
Pharmacyclics, Inc. (U.S.). We are also aware of several companies
commercializing and/or conducting research with ALA or ALA-related compounds,
including: medac GmbH and photonamic GmbH & Co. KG (Germany); PhotoTherapeutics,
Inc. (U.K.) and PhotoCure ASA (Norway) which entered into a marketing agreement
with Galderma S.A. for countries outside of Nordic countries for certain
dermatology indications.

      PhotoCure has received marketing approval of its ALA precursor (ALA
methyl-ester) compound for PDT treatment of AKs and basal cell carcinoma in the
European Union, New Zealand, Australia and countries in Scandinavia. In July
2004, PhotoCure received FDA approval in the U.S. for its AK therapy. If
PhotoCure enters into the marketplace based on receiving approval, its product
will represent direct competition for our products.

                                       9
Axcan Pharma Inc. has received FDA approval for the use of its product,
PHOTOFRIN(R), for PDT in the treatment of high grade dysplasia associated with
Barrett's esophagus. Axcan is the first company to market a PDT therapy for this
indication, which we are also pursuing.

      We expect that our principal methods of competition with other PDT
companies will be based upon such factors as:

      o     the ease of administration of our method of PDT,

      o     the degree of generalized skin sensitivity to light,

      o     the number of required doses,

      o     the selectivity of our drug for the target lesion or tissue of
            interest, and

      o     the type and cost of our light systems.

                           RISKS RELATED TO OUR STOCK

IF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS ARE CONVERTED, THE VALUE OF THOSE
SHARES OF COMMON STOCK OUTSTANDING JUST PRIOR TO THE CONVERSION WILL BE DILUTED.

      As of July 1, 2005 there were outstanding options and warrants to purchase
3,489,751 shares of common stock, with exercise prices ranging from U.S. $1.60
to $31.00 per share, and CDN $6.79 per share, respectively. The holders of the
options and warrants have the opportunity to profit if the market price for the
common stock exceeds the exercise price of their respective securities, without
assuming the risk of ownership. The holders are likely to exercise their
securities when we would probably be able to raise capital from the public on
terms more favorable than those provided in these securities.

RESULTS OF OUR OPERATIONS AND GENERAL MARKET CONDITIONS FOR SPECIALTY
PHARMACEUTICAL AND BIOTECHNOLOGY STOCKS COULD RESULT IN SUDDEN CHANGES IN THE
MARKET VALUE OF OUR STOCK.

      The price of our common stock has been highly volatile. These fluctuations
create a greater risk of capital losses for our shareholders as compared to less
volatile stocks. From July 1, 2004 to July 1, 2005, the price of our stock has
ranged from a low of $8.23 to a high of $16.30. Factors that contributed to the
volatility of our stock during the last 12 months included:

      o     quarterly levels of product sales,

      o     general market conditions,

      o     increased marketing activities,

      o     changes in third-party payor reimbursement for our therapy, and

      o     failure to close a strategic partnership for Barrett's esophagus.

      The significant general market volatility in similar stage pharmaceutical
and biotechnology companies made the market price of our common stock even more
volatile.

SIGNIFICANT FLUCTUATIONS IN ORDERS FOR OUR PRODUCTS, ON A MONTHLY AND QUARTERLY
BASIS, ARE COMMON BASED ON EXTERNAL FACTORS AND SALES PROMOTION ACTIVITIES.
THESE FLUCTUATIONS COULD INCREASE THE VOLATILITY OF OUR STOCK PRICE.

      The price of our common stock may be affected by the amount of quarterly
shipments of our products to end-users. Since our products are still in the
early stages of adoption, and sales volumes are still low, a number of factors
could affect product sales levels and growth rates in any period. These could
include the timing of medical conferences, sales promotion activities, and large
volume purchases by our higher usage customers. In addition,

                                       10
seasonal fluctuations in the number of patients seeking treatment at various
times during the year could impact sales volumes. These factors could, in turn,
affect the volatility of our stock price.

EFFECTING A CHANGE OF CONTROL OF DUSA WOULD BE DIFFICULT, WHICH MAY DISCOURAGE
OFFERS FOR SHARES OF OUR COMMON STOCK.

      Our certificate of incorporation authorizes the board of directors to
issue up to 100,000,000 shares of stock, 40,000,000 of which are common stock.
The board of directors has the authority to determine the price, rights,
preferences and privileges, including voting rights, of the remaining 60,000,000
shares without any further vote or action by the shareholders. The rights of the
holders of our common stock will be subject to, and may be adversely affected
by, the rights of the holders of any preferred stock that may be issued in the
future.

      On September 27, 2002, we adopted a shareholder rights plan at a special
meeting of DUSA's board of directors. The rights plan could discourage, delay or
prevent a person or group from acquiring 15% or more (or 20% or more in the case
of certain parties) of our common stock, thereby limiting, perhaps, the ability
of our shareholders to benefit from such a transaction.

      The rights plan provides for the distribution of one right as a dividend
for each outstanding share of our common stock to holders of record as of
October 10, 2002. Each right entitles the registered holder to purchase one
one-thousandths of a share of preferred stock at an exercise price of $37.00 per
right. The rights will be exercisable subsequent to the date that a person or
group either has acquired, obtained the right to acquire, or commences or
discloses an intention to commence a tender offer to acquire, 15% or more of our
outstanding common stock (or 20% of the outstanding common stock in the case of
a shareholder or group who beneficially held in excess of 15% at the record
date), or if a person or group is declared an "Adverse Person", as such term is
defined in the rights plan. The rights may be redeemed by DUSA at a redemption
price of one one-hundredth of a cent per right until ten days following the date
the person or group acquires, or discloses an intention to acquire, 15% or 20%
or more, as the case may be, of DUSA, or until such later date as may be
determined by the our board of directors.

      Under the rights plan, if a person or group acquires the threshold amount
of common stock, all holders of rights (other than the acquiring person or
group) may, upon payment of the purchase price then in effect, purchase shares
of common stock of DUSA having a value of twice the purchase price. In the event
that we are involved in a merger or other similar transaction where DUSA is not
the surviving corporation, all holders of rights (other than the acquiring
person or group) shall be entitled, upon payment of the purchase price then in
effect, to purchase common stock of the surviving corporation having a value of
twice the purchase price. The rights will expire on October 10, 2012, unless
previously redeemed. Our board of directors has also adopted certain amendments
to DUSA's certificate of incorporation consistent with the terms of the rights
plan.

                                USE OF PROCEEDS

      DUSA will not receive any proceeds from the sale of shares which may be
sold pursuant to this prospectus for the respective accounts of the selling
securityholders. All such proceeds, net of brokerage commissions, if any, will
be received by the selling securityholders. See "Selling Securityholders" and
"Plan of Distribution."

                                       11
SELLING SECURITYHOLDERS

      This prospectus relates to shares of common stock to be offered by the
selling securityholders pursuant to stock options and warrants issued by us. The
inclusion in the table of the individuals named therein shall not be deemed to
be an admission that any such individuals are "affiliates" of DUSA.

      The following is a list, as of July 1, 2005, of the selling
securityholders and the number of shares held by each selling securityholder.
NUMBER OF        NUMBER OF             NUMBER OF            PERCENTAGE OF
                                             SHARES        SHARES TO BE          SHARES OWNED            SHARES OWNED
NAME                                        OWNED(1)         OFFERED(2)        AFTER OFFERING(3)        AFTER OFFERING
----                                        --------         ----------        -----------------        --------------
Mark C. Carota (4)                                52,500           104,375                      0                   *
Richard C. Christopher (5)                        24,500            69,500                      0                   *
Scott L. Lundahl (6)                             135,207           185,000                    207                   *
Stuart L. Marcus (7)                             170,625           219,375                      0                   *
Paul A. Sowyrda (8)                               69,375           142,500                      0                   *
John H. Abeles (9)                                99,500            85,000                 14,500                   *
David Bartash (10)                                70,500            55,000                 15,500                   *
Jay H. Haft (11)                                 123,250            88,750                 34,500                   *
Richard Lufkin (12)                              117,100           117,000                    100                   *
Magnus Moliteus (13)                              35,000            35,000                      0                   *
D. Geoffrey Shulman (14)                       1,195,168         1,388,219                 24,449                   *
Robert Doman (15)                                      0           100,000                      0                   *
Gary F. Talarico (16)                              1,000            30,000                  1,000                   *
----------

*     Less than one percent.

(1)   Represents shares beneficially owned by the named individual which have
      been granted under the 1991 Incentive Stock Option Plan of Deprenyl USA,
      Inc. (Deprenyl USA, Inc. is the former name of DUSA Pharmaceuticals,
      Inc.), the DUSA Pharmaceuticals, Inc. 1994 Restricted Stock Option Plan,
      the DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as amended, individual
      stock option agreements with D. Geoffrey Shulman, Richard C. Lufkin and
      Scott Lundahl and a Class B Warrant Agreement with D. Geoffrey Shulman,
      including shares that such individual has the right to acquire upon
      exercise of options or warrants vesting within sixty (60) days of July 1,
      2005, but does not include shares underlying options and warrants which
      vest more than sixty (60) days from such date. Also includes all shares
      previously issued to such individuals after the exercise of options or
      warrants granted under the listed plans and shares of common stock
      otherwise acquired, or beneficially owned, by such named individual.
      Unless otherwise noted, all persons referred to above have sole voting and
      sole investment power.

(2)   Includes all outstanding options and warrants to purchase shares of common
      stock, whether or not vested or exercisable within sixty (60) days of the
      date set forth above, granted to the named individuals under the
      enumerated plans, as well as all shares previously issued to such
      individuals after the exercise of options or warrants granted under such
      plans. All of such shares are being registered hereunder.

(3)   Does not constitute a commitment to sell any or all of the stated number
      of shares of common stock. The number of shares offered shall be
      determined from time to time by each selling securityholder at their sole
      discretion.

                                       12
(4)   Mr. Carota joined us in October 1999 and was elected as our Vice
      President, Operations in February 2000. Beneficial ownership includes
      52,500 shares of common stock underlying stock options granted to Mr.
      Carota which will have vested within sixty (60) days after July 1, 2005.
      The number of shares owned does not include 51,875 shares of common stock
      underlying stock options granted to Mr. Carota which will vest more than
      sixty (60) days after July 1, 2005.

(5)   Mr. Christopher joined us in December 2000 and was appointed to the
      position of Vice President, Finance and Chief Financial Officer effective
      February 16, 2005. Before that, Mr. Christopher served as our Vice
      President, Financial Planning and Business Analysis and had also served as
      our Director, Financial Analysis. Beneficial ownership includes 24,500
      shares of common stock underlying stock options granted to Mr. Christopher
      which will have vested within sixty (60) days after July 1, 2005. The
      number of shares owned does not include 45,000 shares of common stock
      underlying stock options granted to Mr. Christopher which will vest more
      than sixty (60) days after July 1, 2005.

(6)   Mr. Lundahl joined us in May 1998 and was elected as our Vice President,
      Regulatory Affairs and Intellectual Property in June 2003. Before that,
      Mr. Lundahl was our Vice President, Technology and Device Development from
      June 1999 until June 2003. Beneficial ownership includes 5,207 shares of
      common stock and 130,000 shares of common stock underlying stock options
      granted to Mr. Lundahl which will have vested within sixty (60) days after
      July 1, 2005. The number of shares owned does not include 50,000 shares of
      common stock underlying stock options granted to Mr. Lundahl which will
      vest more than sixty (60) days after July 1, 2005.

(7)   Dr. Marcus was elected as our Vice President, Scientific Affairs and Chief
      Medical Officer in October 1993. Beneficial ownership includes 170,625
      shares of common stock underlying stock options granted to Dr. Marcus
      which will have vested within sixty (60) days after July 1, 2005. The
      number of shares owned does not include 48,750 shares of common stock
      underlying stock options granted to Dr. Marcus which will vest more than
      sixty (60) days after July 1, 2005.

(8)   Mr. Sowyrda joined us in April 2000 and was elected as our Vice President,
      Sales and Marketing in August 2000. With the addition of Mr. Talarico to
      DUSA as Vice President, Sales, Mr. Sowyrda has assumed the position of
      Vice President, Marketing, effective February 16, 2005. Beneficial
      ownership includes 69,375 shares of common stock underlying stock options
      granted to Mr. Sowyrda which will have vested within sixty (60) days after
      July 1, 2005. The number of shares owned does not include 73,125 shares of
      common stock underlying stock options granted to Mr. Sowyrda which will
      vest more than sixty (60) days after July 1, 2005.

(9)   Dr. Abeles has served as a director since August 1994. Beneficial
      ownership includes 34,500 shares of common stock and 65,000 shares of
      common stock underlying stock options granted to Dr. Abeles which will
      have vested within sixty (60) days after July 1, 2005. Dr. Abeles shares
      investment and voting power with regard to the 24,500 shares of common
      stock.

(10)  Mr. Bartash has served as a director since November 2001. Beneficial
      ownership includes 15,500 shares of common stock and 55,000 shares of
      common stock underlying stock options granted to Mr. Bartash which will
      have vested within sixty (60) days after July 1, 2005.

(11)  Mr. Haft has served as a director since September 1996. He served as
      Chairman of the Board and Lead Director from June 2003 to January 3, 2005.
      As of January 3, 2005, he serves as Vice Chairman of the Board and Lead
      Director. Beneficial ownership includes 34,500 shares of common stock and
      88,750 shares of common stock underlying stock options granted to Mr. Haft
      which will have vested within sixty (60) days after July 1, 2005. Under
      Rule 13d-3 of the Securities and Exchange Act of 1934, as amended, Mr.
      Haft disclaims, but may be deemed to be the beneficial owner of, the
      34,500 shares of common stock held indirectly by Mr. Haft's spouse.

                                       13
(12)  Mr. Lufkin has served as a director since January 1992. Beneficial
      ownership includes 12,100 shares of common stock and 105,000 shares of
      common stock underlying stock options granted to Mr. Lufkin which will
      have vested within sixty (60) days after July 1, 2005.

(13)  Mr. Moliteus has served as a director since August 2003. Beneficial
      ownership includes 35,000 shares of common stock underlying stock options
      granted to Mr. Moliteus which will have vested within sixty (60) days
      after July 1, 2005.

(14)  Dr. Shulman is our founder and has served as director and Chief Executive
      Officer since September 1991 and formerly served as our President and
      Chairman of the Board at various times since our inception. In January
      2005, Dr. Shulman was re-appointed Chairman upon Mr. Doman's appointment
      as President. Beneficial ownership includes 82,668 shares of common stock,
      812,500 shares of common stock underlying stock options and 300,000 shares
      of common stock underlying a warrant granted to Dr. Shulman which will
      have vested within sixty (60) days after July 1, 2005. The number of
      shares owned does not include 217,500 shares of common stock underlying
      stock options granted to Dr. Shulman which will vest more than sixty (60)
      days after July 1, 2005.

(15)  Mr. Doman joined us as our new President and Chief Operating Officer
      effective January 3, 2005. Mr. Doman has been granted 100,000 stock
      options which will vest more than sixty (60) days after July 1, 2005.

(16)  Mr. Talarico joined us as our new Vice President, Sales effective February
      16, 2005. The number of shares owned does not include 30,000 shares of
      common stock underlying stock options granted to Mr. Talarico which will
      vest more than sixty (60) days after July 1, 2005.

                                       14
PLAN OF DISTRIBUTION

      Shares offered hereby may be sold from time to time directly by or on
behalf of the selling securityholders in one or more transactions on the Nasdaq
National Market or on any stock exchange on which the common stock may be listed
at the time of sale, in privately negotiated transactions, or through a
combination of such methods, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at fixed prices (which may be
changed) or at negotiated prices. The selling securityholders may sell shares
through one or more agents, brokers or dealers or directly to purchasers. Such
brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from the selling securityholders and/or purchasers of
the shares or both (which compensation as to a particular broker or dealer may
be in excess of customary commissions).

      In connection with such sales, the selling securityholders and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions they receive and the proceeds of any sale of shares may be
deemed to be underwriting discounts and commissions under the Securities Act.

      In order to comply with certain state securities laws, if applicable, the
shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the shares may not be sold unless the
shares have been registered or qualified for sale in such state or an exemption
from regulation or qualification is available and is complied with. Sales of
shares must also be made by the selling securityholders in compliance with all
other applicable state securities laws and regulations.

      In addition to any shares sold hereunder, selling securityholders may, at
the same time, sell any shares of common stock owned by them in compliance with
all of the requirements of Rule 144, regardless of whether such shares are
covered by this reoffer prospectus. There can be no assurance that any of the
selling securityholders will sell any or all of the shares offered by them
hereby.

      DUSA will pay all expenses of the registration of the shares. DUSA has
notified certain selling securityholders of the need to deliver a copy of this
reoffer prospectus in connection with any sale of the shares.

                                  LEGAL MATTERS

      The validity of the shares being offered hereby has been passed upon for
DUSA by Reed Smith LLP. Nanette W. Mantell, Esq., a partner of Reed Smith LLP,
serves as DUSA's Secretary, which is an officer position.

                                     EXPERTS

      The consolidated financial statements and management's report on the
effectiveness of internal control over financial reporting incorporated in this
prospectus by reference from DUSA's Annual Report on Form 10-K for the year
ended December 31, 2004 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 under the Securities Act with respect to the shares of
common stock offered hereby. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits thereto.
You can find additional information regarding us and the common stock in the
registration statement and the exhibits. Statements contained in this prospectus
regarding the contents of any contract or any other document to which reference
is made are not

                                       15
necessarily complete, and, in each instance where a copy of such contract or
other document has been filed as an exhibit to the registration statement,
reference is made to the copy so filed, each such statement being qualified in
all respects by such reference.

      We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, file reports and other information with the Commission. The
registration statement, including exhibits, and the reports and other
information filed by us can be inspected without charge at the public reference
facilities maintained by the Commission at the Securities and Exchange
Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C.,
20549. Copies of such material can be obtained from such offices at fees
prescribed by the Commission. The public may obtain information on the operation
of the Public Reference room by calling the Commission at 1-800-SEC-0330. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of this site is
http://www.sec.gov. In addition, you can also access documents we file with the
Commission at our website, http://www.dusapharma.com.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents, which have been filed by us with the Commission
pursuant to the Exchange Act, are incorporated by reference in this prospectus
as of their respective dates:

      (a)   The Annual Report on Form 10-K for the year ended December 31, 2004;

      (b)   The Quarterly Report on Form 10-Q for the quarter ended March 31,
            2005;

            The Current Reports on Form 8-K filed with the Commission on
            April 4, 2005, April 6, 2005, April 12, 2005, April 19, 2005,
            and June 22, 2005, respectively;

      (c)   All other reports filed pursuant to Section 13 or 15(d) of the
            Exchange Act since December 31, 2004; and

      (d)   The description of DUSA's common stock contained in its registration
            statement on Form 8-A which was filed on January 3, 1992 and amended
            on October 24, 1997 and in DUSA's report on Form 10-Q which was
            filed on November 12, 1997.

      All documents filed by us pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date hereof and prior to the termination of the
offering shall be deemed to be incorporated by reference into this prospectus
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.

      We will provide without charge to any person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request of
such person, a copy of each document incorporated by reference in the prospectus
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into this prospectus). Requests should be directed to
Shari Lovell, care of DUSA Pharmaceuticals, Inc., 555 Richmond Street West,
Suite 300, Toronto, Ontario, M5V 3B1, Canada, or by calling 1-800-607-2530. Our
World Wide Web site is located at www.dusapharma.com. Information on the Web
site is not incorporated by reference into this prospectus.

                                       16
================================================================================

                                2,619,719 SHARES

                                      DUSA
                              PHARMACEUTICALS, INC.

                                  Common Stock

                                   ----------

                                   PROSPECTUS

                                   ----------

                                  July 1, 2005

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

Item 8. EXHIBITS

      (4)   Instruments defining the rights of security holders

            (4.1) DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as amended
                  (Previously filed as Exhibit 4.1 to DUSA's Post-Effective
                  Amendment No. 3 to Registration Statement on Form S-8 on April
                  28, 2005.)

      (5)   Opinion re: legality

            (5.1) Opinion of Reed Smith LLP.

      (23)  Consents of experts and counsel

            (23.1) Consent of Independent Registered Public Accounting Firm

            (23.2) Consent of Reed Smith LLP, included in Exhibit 5.1

      (24)  Power of Attorney

            (24.1) Power of Attorney (Previously filed as part of the Form S-8
                  (File No. 333-92259) filed on December 7, 1999, the Form S-8
                  (File No. 333-57890) filed on March 29, 2001, and three
                  post-effective amendments to Form S-8, filed on September 5,
                  2001, May 19, 2004 and April 28, 2005, respectively.)

                                      II-1
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wilmington, Commonwealth
of Massachusetts, on this 30th day of June, 2005.

                                            DUSA Pharmaceuticals, Inc.
                                            ------------------------------------
                                            Registrant

                                            By: /s/ D. Geoffrey Shulman
                                                --------------------------------
                                                D. Geoffrey Shulman, MD, FRCPC
                                                Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated:
/s/ D. Geoffrey Shulman                    Director, Chairman of the Board and                June 30, 2005
   -------------------------------            Chief Executive Officer                            -------------
   D. Geoffrey Shulman, MD,                   (principal executive officer)
   FRCPC

                     *                        President and Chief Operating Officer              June 30, 2005
   -------------------------------                                                               -------------
   Robert F. Doman

                     *                        Vice President, Finance and Chief                  June 30, 2005
   -------------------------------            Financial Officer (principal financial             -------------
   Richard C. Christopher                     officer and principal accounting
                                              officer)

                     *                        Vice Chairman of the Board and Lead                June 30, 2005
   --------------------------------           Director                                           -------------
   Jay M. Haft, Esq.

                     *                        Director                                           June 30, 2005
   --------------------------------                                                              -------------
   John H. Abeles, MD

                     *                        Director                                           June 30, 2005
   --------------------------------                                                              -------------
   Richard C. Lufkin, SB, MBA

                     *                        Director                                           June 30, 2005
   --------------------------------                                                              -------------
   David M. Bartash

                     *                        Director                                           June 30, 2005
   --------------------------------                                                              -------------
   Magnus Moliteus
*  By his signature set forth below, the undersigned, pursuant to duly
   authorized powers of attorney previously filed with the Securities and
   Exchange Commission, has signed this Registration Statement on Form S-8 on
   behalf of the persons indicated.

By: /s/ D. Geoffrey Shulman
   --------------------------------------------------
     D. Geoffrey Shulman, Attorney-in-Fact

                                      II-2
EXHIBIT INDEX

      (4)   Instruments defining the rights of security holders

            (4.1) DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as amended
                  (Previously filed as Exhibit 4.1 to DUSA's Post-Effective
                  Amendment No. 3 to Registration Statement on Form S-8 on April
                  28, 2005.)

      (5)   Opinion re: legality

            (5.1) Opinion of Reed Smith LLP.

      (23)  Consents of experts and counsel

            (23.1) Consent of Independent Registered Public Accounting Firm

            (23.2) Consent of Reed Smith LLP, included in Exhibit 5.1

      (24)  Power of Attorney

            (24.1) Power of Attorney (Previously filed as part of the Form S-8
                  (File No. 333-92259) filed on December 7, 1999, the Form S-8
                  (File No. 333-57890) filed on March 29, 2001, and three
                  post-effective amendments to Form S-8, filed on September 5,
                  2001, May 19, 2004 and April 28, 2005, respectively.)

                                      II-3