<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)

                             1998 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
                      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               800,000
  $.001 par value              Shares                 $5.012              $4,009,600.00                  $1,002.40

====================================================================================================================================
</TABLE>

<PAGE>

(1)   Consists of shares of common stock of the registrant to be issued pursuant
      to the registrant's 1998 Stock Option Plan. 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 1998 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 1998 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.











                                       2


<PAGE>


                             INTRODUCTORY STATEMENT

         This Registration Statement on Form S-8 is filed to register 800,000
shares of Common Stock, par value $.001 per share (the "Common Stock"), of
Generex Biotechnology Corporation (the "Company"), issuable upon the exercise of
certain options granted under the Company's 1998 Stock Option 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 (the "Commission") by 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
Form 10-Q/A filed with the Commission on December 19, 2000.

         (3) The Company's Current Report on Form 8-K filed with the Commission
on August 28, 2000.

         (4) The Company's Current Report on Form 8-K, filed with the Commission
on September 6, 2000, as amended by a Form 8-K/A filed with the Commission on
September 7, 2000 and a form 8-K/A filed with the Commission on January 24,
2001.

         (5) The Company's Current Report on Form 8-K filed with the Commission
on September 7, 2000.

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


         (7) The Company's Current Report on Form 8-K, filed with the Commission
on January 23, 2001, as amended by a Form 8-K/A filed with the Commission on
February 1, 2001.

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

         (9) 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

                                       3
<PAGE>

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
common stock which it received in payment of legal fees and expenses in 1998
(60,000 shares) and upon the exercise of warrants in June 1999 (98,172 shares).
Members of the firm own additional shares (less than one percent in total) that
they purchased from time to time for cash, either from us 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.

                                       4
<PAGE>

         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 form 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) the
receipt of an improper personal financial benefit, to the extent of the amount
of such benefit.

                                       5
<PAGE>

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

    4.1        Restated Certificate of Incorporation of the Company filed as
               Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
               the quarter ended April 30, 1999, filed with the Commission June
               14, 1999, is incorporated herein by reference.

    4.2        By-Laws of the Company filed as Exhibit 3.2 to the Company's
               Registration Statement on Form S-1 filed with the Commission July
               12, 1999 ("1999 S-1") is incorporated herein by reference.

    4.3        1998 Stock Option Plan filed as Exhibit 4.3 to the 1999 S-1 is
               incorporated herein by reference.

    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.

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

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;


                                       6
<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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         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.

                                       7


<PAGE>


                                   SIGNATURES


         In accordance with the requirements of the Securities Act of 1933, we
certify that we have reasonable grounds to believe that we meet all of the
requirements of filing on Form S-8 and have authorized this Registration
Statement to be signed on our behalf by the undersigned, our President, on the
5th day of February, 2001.


                                GENEREX BIOTECHNOLOGY CORPORATION


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



                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated:

<TABLE>
<CAPTION>

                Signature                                      Title                              Date
                ---------                                      -----                              ----
<S>                                         <C>                                             <C>
/s/ Anna E. Gluskin                        President, Chief Executive Officer and
-----------------------------              Director                                         February 5, 2001
Anna E. Gluskin


/s/  E. Mark Perri                         Chairman of the Board, Chief Financial
-----------------------------              Officer and Director                             February 5, 2001
E. Mark Perri


/s/ Rose C. Perri
-----------------------------
Rose C. Perri                              Director                                         February 5, 2001


/s/ Pankaj Modi
-----------------------------
Pankaj Modi, Ph.D.                         Director                                        February 5, 2001

</TABLE>


                                       8
<PAGE>


                        GENEREX BIOTECHNOLOGY CORPORATION


                                  EXHIBIT INDEX


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

    4.1             Restated Certificate of Incorporation of the Company filed
                    as Exhibit 3.1 to the Company's Quarterly Report on Form
                    10-Q for the quarter ended April 30, 1999, filed with the
                    Commission June 14, 1999, is incorporated herein by
                    reference.

    4.2             By-Laws of the Company filed as Exhibit 3.2 to the Company's
                    Registration Statement on Form S-1 filed with the Commission
                    July 12, 1999 ("1999 S-1") is incorporated herein by
                    reference.

    4.3             1998 Stock Option Plan filed as Exhibit 4.3 to the 1999 S-1
                    is incorporated herein by reference.

    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.

    23.1.2          Consent of Eckert Seamans Cherin & Mellott, LLC (included in
                    Exhibit 5).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8", "secsgml_size_bytes": 22189}]
{"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": "333-55072", "film-number": "1526241"}, "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)

                             1998 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
                      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               800,000
  $.001 par value              Shares                 $5.012              $4,009,600.00                  $1,002.40

====================================================================================================================================
(1)   Consists of shares of common stock of the registrant to be issued pursuant
      to the registrant's 1998 Stock Option Plan. 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 1998 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 1998 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.

                                       2
INTRODUCTORY STATEMENT

         This Registration Statement on Form S-8 is filed to register 800,000
shares of Common Stock, par value $.001 per share (the "Common Stock"), of
Generex Biotechnology Corporation (the "Company"), issuable upon the exercise of
certain options granted under the Company's 1998 Stock Option 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 (the "Commission") by 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
Form 10-Q/A filed with the Commission on December 19, 2000.

         (3) The Company's Current Report on Form 8-K filed with the Commission
on August 28, 2000.

         (4) The Company's Current Report on Form 8-K, filed with the Commission
on September 6, 2000, as amended by a Form 8-K/A filed with the Commission on
September 7, 2000 and a form 8-K/A filed with the Commission on January 24,
2001.

         (5) The Company's Current Report on Form 8-K filed with the Commission
on September 7, 2000.

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

         (7) The Company's Current Report on Form 8-K, filed with the Commission
on January 23, 2001, as amended by a Form 8-K/A filed with the Commission on
February 1, 2001.

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

         (9) 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

                                       3
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
common stock which it received in payment of legal fees and expenses in 1998
(60,000 shares) and upon the exercise of warrants in June 1999 (98,172 shares).
Members of the firm own additional shares (less than one percent in total) that
they purchased from time to time for cash, either from us 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.

                                       4
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 form 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) the
receipt of an improper personal financial benefit, to the extent of the amount
of such benefit.

                                       5
Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

    4.1        Restated Certificate of Incorporation of the Company filed as
               Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
               the quarter ended April 30, 1999, filed with the Commission June
               14, 1999, is incorporated herein by reference.

    4.2        By-Laws of the Company filed as Exhibit 3.2 to the Company's
               Registration Statement on Form S-1 filed with the Commission July
               12, 1999 ("1999 S-1") is incorporated herein by reference.

    4.3        1998 Stock Option Plan filed as Exhibit 4.3 to the 1999 S-1 is
               incorporated herein by reference.

    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.

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

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;

                                       6
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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         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.

                                       7
SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, we
certify that we have reasonable grounds to believe that we meet all of the
requirements of filing on Form S-8 and have authorized this Registration
Statement to be signed on our behalf by the undersigned, our President, on the
5th day of February, 2001.

                                GENEREX BIOTECHNOLOGY CORPORATION

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

                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated:
Signature                                      Title                              Date
                ---------                                      -----                              ----
/s/ Anna E. Gluskin                        President, Chief Executive Officer and
-----------------------------              Director                                         February 5, 2001
Anna E. Gluskin

/s/  E. Mark Perri                         Chairman of the Board, Chief Financial
-----------------------------              Officer and Director                             February 5, 2001
E. Mark Perri

/s/ Rose C. Perri
-----------------------------
Rose C. Perri                              Director                                         February 5, 2001

/s/ Pankaj Modi
-----------------------------
Pankaj Modi, Ph.D.                         Director                                        February 5, 2001
8
GENEREX BIOTECHNOLOGY CORPORATION

                                  EXHIBIT INDEX

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

    4.1             Restated Certificate of Incorporation of the Company filed
                    as Exhibit 3.1 to the Company's Quarterly Report on Form
                    10-Q for the quarter ended April 30, 1999, filed with the
                    Commission June 14, 1999, is incorporated herein by
                    reference.

    4.2             By-Laws of the Company filed as Exhibit 3.2 to the Company's
                    Registration Statement on Form S-1 filed with the Commission
                    July 12, 1999 ("1999 S-1") is incorporated herein by
                    reference.

    4.3             1998 Stock Option Plan filed as Exhibit 4.3 to the 1999 S-1
                    is incorporated herein by reference.

    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.

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