As filed with the Securities and Exchange Commission on December 21, 2000

                                                        Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           UNIGENE LABORATORIES, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                   22-2328609
    (State or other jurisdiction                      (I.R.S. Employer
        of incorporation or                          Identification No.)
           organization)

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

                              110 LITTLE FALLS ROAD
                           FAIRFIELD, NEW JERSEY 07004
   (Address, including zip code, of registrant's principal executive offices)

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

                           UNIGENE LABORATORIES, INC.
                             2000 STOCK OPTION PLAN
                              (Full title of plan)

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

             WARREN P. LEVY                                COPY TO:
               PRESIDENT                           D. MICHAEL LEFEVER, ESQ.
       UNIGENE LABORATORIES, INC                     COVINGTON & BURLING
         110 LITTLE FALLS ROAD                  1201 PENNSYLVANIA AVENUE, N.W.
      FAIRFIELD, NEW JERSEY 07004                   WASHINGTON, D.C. 20004
             (973) 882-0860                             (202) 662-5276

  (Name, address, including zip code,
    and telephone number, including
    area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================== =================== ======================= ============================= ==========================
     Title of Securities           Amount to be        Proposed Maximum           Proposed Maximum                Amount of
       To be Registered           Registered (1)        Offering Price               Aggregate                  Registration
                                                        Per Share (2)            Offering Price (2)                  Fee
------------------------------- ------------------- ----------------------- ----------------------------- --------------------------
<S>                                 <C>                  <C>                        <C>                             <C>
Common Stock, par value             1,000,000             $  0.916                   $  916,000                      $ 242
 $.01 per share
=============================== =================== ======================= ============================= ==========================
</TABLE>

(1)      This Registration  Statement  registers the offer and sale of 4,000,000
         shares of common  stock,  par value $.01 per share,  of the  registrant
         (the "Common Stock") currently  reserved for issuance under the Unigene
         Laboratories,  Inc.  2000 Stock Option Plan (the  "Plan").  Pursuant to
         Rule 416 under the  Securities  Act of 1933, as amended,  the number of
         shares  registered  hereby includes such additional number of shares of
         Common Stock as are required to prevent  dilution  resulting from stock
         splits, stock dividends or similar transactions.

(2)      A maximum  offering  price of $ 0.691 was used to calculate the fee for
         499,000  shares and was  computed  pursuant to Rule 457(h) based on the
         weighted  average  of the  exercise  price for the  options  heretofore
         granted under the Plan relating to those shares.  The proposed  maximum
         offering price for the remaining 501,000 shares, for which options have
         not  yet  been  granted,  was  estimated  solely  for  the  purpose  of
         calculating the  registration  fee pursuant to Rule 457(c) based on the
         average of the bid and asked  prices of the  shares of Common  Stock on
         the OTC Bulletin Board on December 18, 2000.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents,  heretofore  filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), and the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"), are incorporated by reference in this
Registration Statement, except as superseded or modified as described herein:

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended December 31, 1999.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2000.

         (c)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  and six months ended June 30, 2000.

         (d)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  and nine months ended September 30, 2000.

         (e)      The description of the Registrant's  Common Stock contained in
                  the  Registrant's  registration  statement on Form 8-A,  dated
                  August 4, 1987,  filed  pursuant to Section 12 of the Exchange
                  Act.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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 part
hereof from the date of filing such  documents.  Any  statement  contained in an
incorporated  document 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 incorporated document subsequently filed, 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.

           Not applicable.


<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article VI of the  Registrant's  By-laws  requires  the  Registrant  to
indemnify  each of its  directors  and  officers to the extent  permitted by the
Delaware General Corporation Law ("DGCL"). Section 145 of the DGCL provides that
a corporation may indemnify any person,  including any officer or director,  who
was or is a party,  or who is threatened to be made a party,  to any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation),  by  reason  of the fact  that he is or was a  director,  officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys' fees),  judgments,  fines and amounts paid in settlement,
actually and reasonably  incurred by such person,  if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation  and, with respect to any criminal action or proceeding,  had
no  reasonable  cause to believe  his  conduct  was  unlawful.  Section 145 also
provides that a corporation  may indemnify any person,  including any officer or
director, who was or is a party, or who is threatened to be made a party, to any
threatened,  pending or completed  action by or in the right of the corporation,
by reason of the fact that he is or was a director,  officer,  employee or agent
of the  corporation or is or was serving at the request of the  corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of the  action,  if he  acted  in  good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except  that no  indemnification  may be made with  respect to any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation,  unless  and  only to the  extent  that a court  of
competent  jurisdiction  shall  determine that such indemnity is proper.  To the
extent that a director or officer is  successful  on the merits or  otherwise in
the defense of any action  referred to above,  the corporation is required under
Delaware law to indemnify that person  against  expenses  (including  attorneys'
fees) actually and reasonably incurred in connection therewith.

         The Registrant's Certificate of Incorporation provides that no director
shall be liable to the Registrant or its  stockholders  for monetary damages for
breach of his fiduciary duty as a director.  However,  a director will be liable
for any breach of his duty of loyalty to the Registrant or its stockholders, for
acts or  omissions  not in good faith or  involving  intentional  misconduct  or
knowing  violation of law, any  transaction  from which the director  derived an
improper  personal  benefit,  or  payment  of  dividends  or  approval  of stock
repurchases or redemptions that are unlawful under Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.


                                     - 2 -
<PAGE>


ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                        DESCRIPTION                                       REFERENCE
      ------                        -----------                                       ---------
      <S>            <C>                                         <C>
        4.1          Certificate of Incorporation of the         Incorporated by reference to Exhibit 3.1 to the
                     Registrant and Amendments thereto to July   Registrant's Registration Statement No. 33-6877 on
                     1, 1986                                     Form S-1, filed July 1, 1986
        4.2          Amendments to Certificate of                Incorporated by reference to Exhibit 3.1.1 to the
                     Incorporation filed July 29, 1986 and May   Registrant's Registration Statement No. 33-6877 on
                     22, 1987                                    Form S-1, filed July 1, 1986
        4.3          Amendment to Certificate of Incorporation   Incorporated by reference to Exhibit 3.1.2 of the
                     filed August 22, 1997                       Registrant's Quarterly Report on Form 10-Q for the
                                                                 quarter ended September 30, 1997
         5           Opinion of Covington & Burling              Filed herewith
       23.1          Consent of Covington & Burling              Included in Exhibit 5
       23.2          Consent of KPMG LLP                         Filed herewith
        24           Power of Attorney                           Included on signature page
</TABLE>

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

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

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

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

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

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

                                     - 3 -

<PAGE>

                  (2) That, for the purpose of determining  any 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 such  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 that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 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.

                                     - 4 -

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of  Fairfield,  State of New  Jersey, on the 21st day of
December, 2000.

                                           UNIGENE LABORATORIES, INC.
                                           (Registrant)


                                           By: /s/ Warren P. Levy
                                              -------------------------------
                                                   Warren P. Levy
                                                   President

         Each person whose  signature  appears  below  constitutes  and appoints
Warren  P.  Levy and  Ronald  S.  Levy,  and each of them,  his true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him and in his name,  place and  stead,  and in any and all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the Securities and Exchange  Commission,  state  securities law
administrators,    other   governmental   authorities,    granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue thereof.

         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/ Warren P. Levy           President, Chief Executive Officer and       December 21, 2000
-------------------------                   Director
Warren P. Levy                   (principal executive officer)


/s/ Jay Levy                         Treasurer and Director               December 21, 2000
-------------------------     (principal financial and accounting
Jay Levy                                    officer)

/s/ Ronald S. Levy                        Director                        December 21, 2000
-------------------------
Ronald S. Levy

/s/ Allen Bloom                           Director                        December 21, 2000
-------------------------
Allen Bloom

/s/ Robert F. Hendrickson                 Director                        December 21, 2000
-------------------------
Robert F. Hendrickson
</TABLE>

                                     - 5 -

<PAGE>

                                  EXHIBIT INDEX


      EXHIBIT
      NUMBER                        DESCRIPTION
      -------                       -----------

         5                 Opinion of Covington & Burling
       23.2                Consent of KPMG LLP


                                     - 6 -
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19885}]
{"company-data": {"conformed-name": "UNIGENE LABORATORIES INC", "cik": "0000352747", "assigned-sic": "2833", "irs-number": "222328609", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52376", "film-number": "792936"}, "business-address": {"street1": "110 LITTLE FALLS RD", "city": "FAIRFIELD", "state": "NJ", "zip": "07004-2193", "phone": "9738820860"}, "mail-address": {"street1": "110 LITTLE FALLS RD", "city": "FAIRFIELD", "state": "NJ", "zip": "07004-2193"}}
As filed with the Securities and Exchange Commission on December 21, 2000

                                                        Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           UNIGENE LABORATORIES, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                   22-2328609
    (State or other jurisdiction                      (I.R.S. Employer
        of incorporation or                          Identification No.)
           organization)

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

                              110 LITTLE FALLS ROAD
                           FAIRFIELD, NEW JERSEY 07004
   (Address, including zip code, of registrant's principal executive offices)

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

                           UNIGENE LABORATORIES, INC.
                             2000 STOCK OPTION PLAN
                              (Full title of plan)

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

             WARREN P. LEVY                                COPY TO:
               PRESIDENT                           D. MICHAEL LEFEVER, ESQ.
       UNIGENE LABORATORIES, INC                     COVINGTON & BURLING
         110 LITTLE FALLS ROAD                  1201 PENNSYLVANIA AVENUE, N.W.
      FAIRFIELD, NEW JERSEY 07004                   WASHINGTON, D.C. 20004
             (973) 882-0860                             (202) 662-5276

  (Name, address, including zip code,
    and telephone number, including
    area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
=============================== =================== ======================= ============================= ==========================
     Title of Securities           Amount to be        Proposed Maximum           Proposed Maximum                Amount of
       To be Registered           Registered (1)        Offering Price               Aggregate                  Registration
                                                        Per Share (2)            Offering Price (2)                  Fee
------------------------------- ------------------- ----------------------- ----------------------------- --------------------------
Common Stock, par value             1,000,000             $  0.916                   $  916,000                      $ 242
 $.01 per share
=============================== =================== ======================= ============================= ==========================
(1)      This Registration  Statement  registers the offer and sale of 4,000,000
         shares of common  stock,  par value $.01 per share,  of the  registrant
         (the "Common Stock") currently  reserved for issuance under the Unigene
         Laboratories,  Inc.  2000 Stock Option Plan (the  "Plan").  Pursuant to
         Rule 416 under the  Securities  Act of 1933, as amended,  the number of
         shares  registered  hereby includes such additional number of shares of
         Common Stock as are required to prevent  dilution  resulting from stock
         splits, stock dividends or similar transactions.

(2)      A maximum  offering  price of $ 0.691 was used to calculate the fee for
         499,000  shares and was  computed  pursuant to Rule 457(h) based on the
         weighted  average  of the  exercise  price for the  options  heretofore
         granted under the Plan relating to those shares.  The proposed  maximum
         offering price for the remaining 501,000 shares, for which options have
         not  yet  been  granted,  was  estimated  solely  for  the  purpose  of
         calculating the  registration  fee pursuant to Rule 457(c) based on the
         average of the bid and asked  prices of the  shares of Common  Stock on
         the OTC Bulletin Board on December 18, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents,  heretofore  filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), and the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"), are incorporated by reference in this
Registration Statement, except as superseded or modified as described herein:

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended December 31, 1999.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2000.

         (c)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  and six months ended June 30, 2000.

         (d)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  and nine months ended September 30, 2000.

         (e)      The description of the Registrant's  Common Stock contained in
                  the  Registrant's  registration  statement on Form 8-A,  dated
                  August 4, 1987,  filed  pursuant to Section 12 of the Exchange
                  Act.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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 part
hereof from the date of filing such  documents.  Any  statement  contained in an
incorporated  document 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 incorporated document subsequently filed, 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.

           Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article VI of the  Registrant's  By-laws  requires  the  Registrant  to
indemnify  each of its  directors  and  officers to the extent  permitted by the
Delaware General Corporation Law ("DGCL"). Section 145 of the DGCL provides that
a corporation may indemnify any person,  including any officer or director,  who
was or is a party,  or who is threatened to be made a party,  to any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation),  by  reason  of the fact  that he is or was a  director,  officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys' fees),  judgments,  fines and amounts paid in settlement,
actually and reasonably  incurred by such person,  if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation  and, with respect to any criminal action or proceeding,  had
no  reasonable  cause to believe  his  conduct  was  unlawful.  Section 145 also
provides that a corporation  may indemnify any person,  including any officer or
director, who was or is a party, or who is threatened to be made a party, to any
threatened,  pending or completed  action by or in the right of the corporation,
by reason of the fact that he is or was a director,  officer,  employee or agent
of the  corporation or is or was serving at the request of the  corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of the  action,  if he  acted  in  good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except  that no  indemnification  may be made with  respect to any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation,  unless  and  only to the  extent  that a court  of
competent  jurisdiction  shall  determine that such indemnity is proper.  To the
extent that a director or officer is  successful  on the merits or  otherwise in
the defense of any action  referred to above,  the corporation is required under
Delaware law to indemnify that person  against  expenses  (including  attorneys'
fees) actually and reasonably incurred in connection therewith.

         The Registrant's Certificate of Incorporation provides that no director
shall be liable to the Registrant or its  stockholders  for monetary damages for
breach of his fiduciary duty as a director.  However,  a director will be liable
for any breach of his duty of loyalty to the Registrant or its stockholders, for
acts or  omissions  not in good faith or  involving  intentional  misconduct  or
knowing  violation of law, any  transaction  from which the director  derived an
improper  personal  benefit,  or  payment  of  dividends  or  approval  of stock
repurchases or redemptions that are unlawful under Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

                                     - 2 -
ITEM 8.  EXHIBITS.
EXHIBIT
      NUMBER                        DESCRIPTION                                       REFERENCE
      ------                        -----------                                       ---------
4.1          Certificate of Incorporation of the         Incorporated by reference to Exhibit 3.1 to the
                     Registrant and Amendments thereto to July   Registrant's Registration Statement No. 33-6877 on
                     1, 1986                                     Form S-1, filed July 1, 1986
        4.2          Amendments to Certificate of                Incorporated by reference to Exhibit 3.1.1 to the
                     Incorporation filed July 29, 1986 and May   Registrant's Registration Statement No. 33-6877 on
                     22, 1987                                    Form S-1, filed July 1, 1986
        4.3          Amendment to Certificate of Incorporation   Incorporated by reference to Exhibit 3.1.2 of the
                     filed August 22, 1997                       Registrant's Quarterly Report on Form 10-Q for the
                                                                 quarter ended September 30, 1997
         5           Opinion of Covington & Burling              Filed herewith
       23.1          Consent of Covington & Burling              Included in Exhibit 5
       23.2          Consent of KPMG LLP                         Filed herewith
        24           Power of Attorney                           Included on signature page
ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

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

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

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

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

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

                                     - 3 -
(2) That, for the purpose of determining  any 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 such  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 that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 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.

                                     - 4 -
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of  Fairfield,  State of New  Jersey, on the 21st day of
December, 2000.

                                           UNIGENE LABORATORIES, INC.
                                           (Registrant)

                                           By: /s/ Warren P. Levy
                                              -------------------------------
                                                   Warren P. Levy
                                                   President

         Each person whose  signature  appears  below  constitutes  and appoints
Warren  P.  Levy and  Ronald  S.  Levy,  and each of them,  his true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him and in his name,  place and  stead,  and in any and all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the Securities and Exchange  Commission,  state  securities law
administrators,    other   governmental   authorities,    granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue thereof.

         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/ Warren P. Levy           President, Chief Executive Officer and       December 21, 2000
-------------------------                   Director
Warren P. Levy                   (principal executive officer)

/s/ Jay Levy                         Treasurer and Director               December 21, 2000
-------------------------     (principal financial and accounting
Jay Levy                                    officer)

/s/ Ronald S. Levy                        Director                        December 21, 2000
-------------------------
Ronald S. Levy

/s/ Allen Bloom                           Director                        December 21, 2000
-------------------------
Allen Bloom

/s/ Robert F. Hendrickson                 Director                        December 21, 2000
-------------------------
Robert F. Hendrickson
- 5 -
EXHIBIT INDEX

      EXHIBIT
      NUMBER                        DESCRIPTION
      -------                       -----------

         5                 Opinion of Covington & Burling
       23.2                Consent of KPMG LLP

                                     - 6 -