<PAGE>

                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                   ----------

                        GENEREX BIOTECHNOLOGY CORPORATION
               (Exact name of issuer as specified in its charter)

              Delaware                                   82-0490211
     ------------------                          --------------------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                    Identification Number)

                          33 Harbour Square, Suite 202
                        Toronto, Ontario, Canada M5J 2G2
                                  416/364-2551
                    (Address of principal executive offices)

                             2000 Stock Option Plan
                             ----------------------
                              (full title of plan)

               E. Mark Perri, Chairman and Chief Financial Officer
                          33 Harbour Square, Suite 202
                        Toronto, Ontario, Canada M5J 2G2
                     (Name and address of agent for service)

                                  416/364-2551

         (Telephone number, including area code, of agent for service)

                                    Copy to:

                              John G. Chou, Esquire
                           Kimberly G. Scott, Esquire
                      Eckert Seamans Cherin & Mellott, LLC
                         1515 Market Street, Ninth Floor
                           Philadelphia, PA 19102-1909
                                  215/851-8400

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
      Title of                                 Proposed maximum   Proposed maximum
    Securities to            Amount to be       offering price        aggregate              Amount of
    be registered           registered (1)       per share (2)   offering price (2)    registration fee (2)
------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>             <C>                   <C>
    Common Stock              1,305,000
     $.001 value                Shares               $8.73           $11,392,650              $569.63
============================================================================================================
</TABLE>


(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate number of additional
     shares that may become issuable under the registrant's 2000 Stock Option
     Plan pursuant to anti-dilution and adjustment provisions thereof as a
     result of stock splits, stock dividends or similar transactions.

(2)  Shares registered under this registration statement are issuable upon the
     exercise of options with fixed exercise prices outstanding under the
     registrant's 2000 Stock Option Plan. Pursuant to Rule 457(h)(1) under the
     Securities Act of 1933, as amended, the proposed maximum offering price per
     share and the proposed maximum aggregate offering price have been computed
     based on the weighted average exercise price for shares subject to such
     options.


         This Registration Statement on Form S-8 is filed to register 1,305,000
shares of Common Stock, par value $.001 per share (the "Common Stock"), of
Generex Biotechnology Corporation for issuance upon the exercise of options
granted under the Company's 2000 Stock Option Plan (the "Plan").


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents heretofore filed with the Securities and
Exchange Commission by Generex Biotechnology Corporation (the "Company") under
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 2000, filed with the Commission on October 30, 2000.

         (2) The Company's Quarterly Report on Form 10-Q for the period ending
October 31, 2000, filed with the Commission on December 15, 2000, as amended by
a Form 10-Q/A filed with the Commission on December 19, 2000.

         (3) The Company's Quarterly Report on Form 10-Q for the period ending
January 31, 2001, filed with the Commission on March 19, 2001, as amended by
Form 10-Q/A filed with the Commission on March 21, 2001.

         (4) The Company's Quarterly Report on Form 10-Q for the period ending
April 30, 2001, filed with the Commission on June 14, 2001.

         (5) The Company's Current Report on Form 8-K filed with the Commission
on October 16, 2000, as amended by Form 8-K/A filed with the Commission on
December 6, 2000.

         (6) The Company's Current Report on Form 8-K filed with the Commission
on January 23, 2001.

         (7) The Company's Current Report on Form 8-K filed with the Commission
on September 2, 2000 as amended by a Form 8-K/A filed with the Commission on
January 24, 2001.

         (8) The Company's Current Report on Form 8-K filed with the Commission
on January 25, 2001.

         (9) The Company's Current Report on Form 8-K filed with the Commission
on April 27, 2001.

         (10) The Company's Current Report on Form 8-K filed with the Commission
on May 22, 2001.

         (11) The Company's Current Report on Form 8-K filed with the Commission
on July 17, 2001.

         (12) The description of the Company's Common Stock contained in the
Company's Form 10 filed with the Commission on December 14, 1998, as amended by
a Form 10/A filed with the Commission on February 24, 1999, and including any
amendment or report subsequently filed for the purpose of updating the
description.

<PAGE>

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

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

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  The firm of Eckert Seamans Cherin & Mellott, LLC owns 128,181
shares of the Company's Common Stock 30,000 of which it received in payment of
legal fees and expenses in 1998 and 98,172 of which it received upon the
exercise of warrants in June 1999. The firm also has been granted options
exercisable for 30,000 shares of Common Stock under the Plan. The shares
issuable upon exercise of these options are among the shares covered by this
Registration Statement. Members of the firm own additional shares (less than one
percent in total) that they purchased from time to time for cash, either from
the Company or in the public market.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify its directors and officers, as well as
employees and agents of the corporation and persons serving at the request of
the corporation in certain capacities with other enterprises, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of actions by or in the right of the corporation, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation.


<PAGE>

         Section 145 of the DGCL also provides that, to the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, he must be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith. The right to indemnification under
Section 145 of the DGCL is in addition to any other rights to indemnification to
which a director, officer, employee or agent may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

         Consistent with Section 145 of the DGCL, Section 5.1 of the Company's
By-Laws provides that:

         The Corporation shall indemnify any person who was or is a party or
         threatened to be made a party to any threatened, pending or completed
         action, suit or proceeding, whether civil, criminal, administrative or
         investigative (collectively, a "proceeding"), by reason of the fact
         such person is or was (a) a director or executive officer of the
         Corporation or a constituent corporation absorbed in a consolidation or
         merger (hereinafter, a "constituent corporation"), or, (b) is or was
         serving at the request of the Corporation or a constituent corporation
         as a director, officer, partner, employee or agent of another
         corporation, partnership, joint venture or other enterprise or entity,
         or (c) is or was a director or officer of the Corporation serving at
         its request as an administrator, trustee or other fiduciary of one or
         more of the employee benefit plans, if any, of the Corporation or
         another entity which may be in effect from time to time, against all
         expenses, liability and loss actually and reasonably incurred or
         suffered by such person in connection with such proceeding, whether or
         not the indemnified liability arises or arose from any proceeding by or
         in the right of the Corporation, to the extent that such person is not
         otherwise indemnified and to the extent that such indemnification is
         not prohibited by law as it presently exists or may hereafter be
         amended.

         In addition, Section 5.2 of the By-Laws requires the Company to advance
expenses reasonably incurred by persons entitled to indemnification under
Section 5.1 of the By-Laws in advance of the final disposition of the matter
giving rise to the right to indemnification.

         Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, so long as the provision
does not eliminate or limit the liability of a director for (i) any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) acts
or omissions not in good faith which involve intentional misconduct or a knowing
violation of law, (iii) payments of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit. Article SEVENTH of the Company's
Certificate of Incorporation contains a provision eliminating the personal
liability of directors to the extent permitted by Section 102(b)(7) of the DGCL.
Article SEVENTH further provides that if the DGCL is amended to authorize the
further elimination or limitation of the liability of a director, then the
liability of a director of the Company will be eliminated or limited to the
fullest extent permitted by the amended DGCL.
<PAGE>

         In addition, Paragraph 2 of the Plan provides protection from personal
liability for the Company's directors to the extent of actions or omissions as
administrators of the Plan, so long as the directors act in good faith and the
action or omission for which the directors seek to be absolved from liability
does not involve (i) an intentional infliction of harm on the Company or its
shareholders, (ii) an intentional violation of criminal law, or (iii) acts or
omissions that would result in liability under Section 174 of the DGCL, and (iv)
the receipt of an improper personal financial benefit, to the extent of the
amount of such benefit.
<PAGE>

Item 7.  Exemption From Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

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

      5           Opinion of Eckert Seamans Cherin & Mellott, LLC regarding the
                  legality of the securities being registered

      23.1.1      Consent of WithumSmith+Brown, independent auditors

      23.1.3      Consent of Eckert Seamans Cherin & Mellott, LLC (included in
                  Exhibit 5)

      99          Generex Biotechnology Corporation Year 2000 Stock Option Plan,
                  filed as Exhibit 4.3.2 to the Company's 10-K filed with the
                  Commission on October 30, 2000, is incorporated herein by
                  reference.

Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes:

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

                  (a)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933, as amended (the
                        "Securities Act");

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

                  (c)   To include any material information with respect to the
                        plan of distribution not previously disclosed in this
                        Registration Statement or any material change to such
                        information in this Registration Statement;


<PAGE>

         Provided, however, that paragraphs (1)(a) and (1)(b) above do not apply
         if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in this Registration Statement.

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

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

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, the Company's
President, on the 2nd day of August, 2001.


                        GENEREX BIOTECHNOLOGY CORPORATION


                                           By:  /s/  Anna E Gluskin
                                                ---------------------------
                                                Anna E. Gluskin, President



                                   SIGNATURES

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

        Signature                                      Title                                      Date
        ---------                                      -----                                      ----

<S>                                        <C>                                               <C>

/s/Anna E. Gluskin                         President, Chief Executive Officer and
---------------------------                Director                                          August 2, 2001
Anna E. Gluskin



/s/  E. Mark Perri                         Chairman of the Board, Chief Financial
---------------------------                Officer and Director                              August 2, 2001
E. Mark Perri


/s/Rose C. Perri                           Director                                          August 2, 2001
---------------------------
Rose C. Perri



/s/ Pankaj Modi                            Director                                          August 2, 2001
---------------------------
Pankaj Modi, Ph.D.


</TABLE>

<PAGE>


                        GENEREX BIOTECHNOLOGY CORPORATION


                                  EXHIBIT INDEX




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

      5           Opinion of Eckert Seamans Cherin & Mellott, LLC regarding the
                  legality of the securities being registered

      23.1.1      Consent of WithumSmith+Brown, independent auditors

      23.1.3      Consent of Eckert Seamans Cherin & Mellott, LLC (included in
                  Exhibit 5)

      99          Generex Biotechnology Corporation Year 2000 Stock Option Plan,
                  filed as Exhibit 4.3.2 to the Company's 10-K filed with the
                  Commission on October 30, 2000, is incorporated herein by
                  reference.
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{"company-data": {"conformed-name": "GENEREX BIOTECHNOLOGY CORP", "cik": "0001059784", "assigned-sic": "2834", "irs-number": "820490211", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66654", "film-number": "1696779"}, "business-address": {"street1": "33 HARBOUR SQ", "street2": "STE 202", "city": "TORONTO ONTARIO CANA", "state": "A1", "phone": "4163642551"}, "mail-address": {"street1": "33 HARBOUR SQ", "street2": "STE 202", "city": "TORONTO ONTARIO M5J", "state": "A1"}}
Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                   ----------

                        GENEREX BIOTECHNOLOGY CORPORATION
               (Exact name of issuer as specified in its charter)

              Delaware                                   82-0490211
     ------------------                          --------------------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                    Identification Number)

                          33 Harbour Square, Suite 202
                        Toronto, Ontario, Canada M5J 2G2
                                  416/364-2551
                    (Address of principal executive offices)

                             2000 Stock Option Plan
                             ----------------------
                              (full title of plan)

               E. Mark Perri, Chairman and Chief Financial Officer
                          33 Harbour Square, Suite 202
                        Toronto, Ontario, Canada M5J 2G2
                     (Name and address of agent for service)

                                  416/364-2551

         (Telephone number, including area code, of agent for service)

                                    Copy to:

                              John G. Chou, Esquire
                           Kimberly G. Scott, Esquire
                      Eckert Seamans Cherin & Mellott, LLC
                         1515 Market Street, Ninth Floor
                           Philadelphia, PA 19102-1909
                                  215/851-8400

                         CALCULATION OF REGISTRATION FEE
============================================================================================================
      Title of                                 Proposed maximum   Proposed maximum
    Securities to            Amount to be       offering price        aggregate              Amount of
    be registered           registered (1)       per share (2)   offering price (2)    registration fee (2)
------------------------------------------------------------------------------------------------------------
Common Stock              1,305,000
     $.001 value                Shares               $8.73           $11,392,650              $569.63
============================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate number of additional
     shares that may become issuable under the registrant's 2000 Stock Option
     Plan pursuant to anti-dilution and adjustment provisions thereof as a
     result of stock splits, stock dividends or similar transactions.

(2)  Shares registered under this registration statement are issuable upon the
     exercise of options with fixed exercise prices outstanding under the
     registrant's 2000 Stock Option Plan. Pursuant to Rule 457(h)(1) under the
     Securities Act of 1933, as amended, the proposed maximum offering price per
     share and the proposed maximum aggregate offering price have been computed
     based on the weighted average exercise price for shares subject to such
     options.

         This Registration Statement on Form S-8 is filed to register 1,305,000
shares of Common Stock, par value $.001 per share (the "Common Stock"), of
Generex Biotechnology Corporation for issuance upon the exercise of options
granted under the Company's 2000 Stock Option Plan (the "Plan").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents heretofore filed with the Securities and
Exchange Commission by Generex Biotechnology Corporation (the "Company") under
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 2000, filed with the Commission on October 30, 2000.

         (2) The Company's Quarterly Report on Form 10-Q for the period ending
October 31, 2000, filed with the Commission on December 15, 2000, as amended by
a Form 10-Q/A filed with the Commission on December 19, 2000.

         (3) The Company's Quarterly Report on Form 10-Q for the period ending
January 31, 2001, filed with the Commission on March 19, 2001, as amended by
Form 10-Q/A filed with the Commission on March 21, 2001.

         (4) The Company's Quarterly Report on Form 10-Q for the period ending
April 30, 2001, filed with the Commission on June 14, 2001.

         (5) The Company's Current Report on Form 8-K filed with the Commission
on October 16, 2000, as amended by Form 8-K/A filed with the Commission on
December 6, 2000.

         (6) The Company's Current Report on Form 8-K filed with the Commission
on January 23, 2001.

         (7) The Company's Current Report on Form 8-K filed with the Commission
on September 2, 2000 as amended by a Form 8-K/A filed with the Commission on
January 24, 2001.

         (8) The Company's Current Report on Form 8-K filed with the Commission
on January 25, 2001.

         (9) The Company's Current Report on Form 8-K filed with the Commission
on April 27, 2001.

         (10) The Company's Current Report on Form 8-K filed with the Commission
on May 22, 2001.

         (11) The Company's Current Report on Form 8-K filed with the Commission
on July 17, 2001.

         (12) The description of the Company's Common Stock contained in the
Company's Form 10 filed with the Commission on December 14, 1998, as amended by
a Form 10/A filed with the Commission on February 24, 1999, and including any
amendment or report subsequently filed for the purpose of updating the
description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

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

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  The firm of Eckert Seamans Cherin & Mellott, LLC owns 128,181
shares of the Company's Common Stock 30,000 of which it received in payment of
legal fees and expenses in 1998 and 98,172 of which it received upon the
exercise of warrants in June 1999. The firm also has been granted options
exercisable for 30,000 shares of Common Stock under the Plan. The shares
issuable upon exercise of these options are among the shares covered by this
Registration Statement. Members of the firm own additional shares (less than one
percent in total) that they purchased from time to time for cash, either from
the Company or in the public market.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify its directors and officers, as well as
employees and agents of the corporation and persons serving at the request of
the corporation in certain capacities with other enterprises, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of actions by or in the right of the corporation, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation.
Section 145 of the DGCL also provides that, to the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, he must be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith. The right to indemnification under
Section 145 of the DGCL is in addition to any other rights to indemnification to
which a director, officer, employee or agent may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

         Consistent with Section 145 of the DGCL, Section 5.1 of the Company's
By-Laws provides that:

         The Corporation shall indemnify any person who was or is a party or
         threatened to be made a party to any threatened, pending or completed
         action, suit or proceeding, whether civil, criminal, administrative or
         investigative (collectively, a "proceeding"), by reason of the fact
         such person is or was (a) a director or executive officer of the
         Corporation or a constituent corporation absorbed in a consolidation or
         merger (hereinafter, a "constituent corporation"), or, (b) is or was
         serving at the request of the Corporation or a constituent corporation
         as a director, officer, partner, employee or agent of another
         corporation, partnership, joint venture or other enterprise or entity,
         or (c) is or was a director or officer of the Corporation serving at
         its request as an administrator, trustee or other fiduciary of one or
         more of the employee benefit plans, if any, of the Corporation or
         another entity which may be in effect from time to time, against all
         expenses, liability and loss actually and reasonably incurred or
         suffered by such person in connection with such proceeding, whether or
         not the indemnified liability arises or arose from any proceeding by or
         in the right of the Corporation, to the extent that such person is not
         otherwise indemnified and to the extent that such indemnification is
         not prohibited by law as it presently exists or may hereafter be
         amended.

         In addition, Section 5.2 of the By-Laws requires the Company to advance
expenses reasonably incurred by persons entitled to indemnification under
Section 5.1 of the By-Laws in advance of the final disposition of the matter
giving rise to the right to indemnification.

         Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, so long as the provision
does not eliminate or limit the liability of a director for (i) any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) acts
or omissions not in good faith which involve intentional misconduct or a knowing
violation of law, (iii) payments of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit. Article SEVENTH of the Company's
Certificate of Incorporation contains a provision eliminating the personal
liability of directors to the extent permitted by Section 102(b)(7) of the DGCL.
Article SEVENTH further provides that if the DGCL is amended to authorize the
further elimination or limitation of the liability of a director, then the
liability of a director of the Company will be eliminated or limited to the
fullest extent permitted by the amended DGCL.
In addition, Paragraph 2 of the Plan provides protection from personal
liability for the Company's directors to the extent of actions or omissions as
administrators of the Plan, so long as the directors act in good faith and the
action or omission for which the directors seek to be absolved from liability
does not involve (i) an intentional infliction of harm on the Company or its
shareholders, (ii) an intentional violation of criminal law, or (iii) acts or
omissions that would result in liability under Section 174 of the DGCL, and (iv)
the receipt of an improper personal financial benefit, to the extent of the
amount of such benefit.
Item 7.  Exemption From Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

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

      5           Opinion of Eckert Seamans Cherin & Mellott, LLC regarding the
                  legality of the securities being registered

      23.1.1      Consent of WithumSmith+Brown, independent auditors

      23.1.3      Consent of Eckert Seamans Cherin & Mellott, LLC (included in
                  Exhibit 5)

      99          Generex Biotechnology Corporation Year 2000 Stock Option Plan,
                  filed as Exhibit 4.3.2 to the Company's 10-K filed with the
                  Commission on October 30, 2000, is incorporated herein by
                  reference.

Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes:

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

                  (a)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933, as amended (the
                        "Securities Act");

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

                  (c)   To include any material information with respect to the
                        plan of distribution not previously disclosed in this
                        Registration Statement or any material change to such
                        information in this Registration Statement;
Provided, however, that paragraphs (1)(a) and (1)(b) above do not apply
         if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in this Registration Statement.

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

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

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, the Company's
President, on the 2nd day of August, 2001.

                        GENEREX BIOTECHNOLOGY CORPORATION

                                           By:  /s/  Anna E Gluskin
                                                ---------------------------
                                                Anna E. Gluskin, President

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                                      Title                                      Date
        ---------                                      -----                                      ----
/s/Anna E. Gluskin                         President, Chief Executive Officer and
---------------------------                Director                                          August 2, 2001
Anna E. Gluskin

/s/  E. Mark Perri                         Chairman of the Board, Chief Financial
---------------------------                Officer and Director                              August 2, 2001
E. Mark Perri

/s/Rose C. Perri                           Director                                          August 2, 2001
---------------------------
Rose C. Perri

/s/ Pankaj Modi                            Director                                          August 2, 2001
---------------------------
Pankaj Modi, Ph.D.
GENEREX BIOTECHNOLOGY CORPORATION

                                  EXHIBIT INDEX

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

      5           Opinion of Eckert Seamans Cherin & Mellott, LLC regarding the
                  legality of the securities being registered

      23.1.1      Consent of WithumSmith+Brown, independent auditors

      23.1.3      Consent of Eckert Seamans Cherin & Mellott, LLC (included in
                  Exhibit 5)

      99          Generex Biotechnology Corporation Year 2000 Stock Option Plan,
                  filed as Exhibit 4.3.2 to the Company's 10-K filed with the
                  Commission on October 30, 2000, is incorporated herein by
                  reference.