<Page>

   As filed with the Securities and Exchange Commission on September 12, 2001
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                               ENDOREX CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                     41-1505029
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

            28101 BALLARD DRIVE, SUITE F, LAKE FOREST, ILLINOIS 60045
               (Address of principal executive offices) (Zip Code)
                                -----------------

      ENDOREX CORPORATION AMENDED AND RESTATED 1995 OMNIBUS INCENTIVE PLAN
                            (Full title of the Plans)
                                -----------------

                              STEVE J. KOULOGEORGE
                                   CONTROLLER
                               ENDOREX CORPORATION
            28101 BALLARD DRIVE, SUITE F, LAKE FOREST, ILLINOIS 60045
                     (Name and address of agent for service)

                                 (847) 573-8990
          (Telephone number, including area code, of agent for service)
                                -----------------

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
==================================================================================================================================
                                       Amount to be       Proposed Maximum             Proposed Maximum             Amount of
Title of Securities to be Registered  Registered(1)  Offering Price Per Share(2)  Aggregate Offering Price(2)  Registration Fee
------------------------------------  -------------  ---------------------------  ---------------------------  -------------------
<S>                                   <C>                     <C>                           <C>                          <C>
AMENDED AND RESTATED 1995
OMNIBUS INCENTIVE PLAN

Common Stock, par value $.001         334,336 shares          $1.03                         $344,366                     $86
</Table>


(1) This Registration Statement shall also cover any additional shares of the
    Registrant's Common Stock which become issuable under the Registrant's
    Amended and Restated 1995 Omnibus Incentive Plan by reason of any stock
    dividend, stock split, recapitalization or other similar transaction
    effected without the Registrant's receipt of consideration which results in
    an increase in the number of the outstanding shares of Registrant's Common
    Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low selling prices per share of the Registrant's Common Stock on
    September 10, 2001 as reported by the American Stock Exchange.


<Page>

         Pursuant to General Instruction E to Form S-8, this Registration
Statement on Form S-8 registers the offer and sale of an additional 334,336
shares of Common Stock of the Registrant for issuance under the Amended and
Restated 1995 Omnibus Incentive Plan. The contents of the prior Registration
Statement relating to such Plan, Filing No. 333-64035, are incorporated herein
by reference.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  Endorex Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         (a)      The Registrant's Quarterly Report on Form 10-QSB for the
                  quarter ending June 30, 2001 filed with the Commission on
                  August 14, 2001.

         (b)      The Registrant's Quarterly Report on Form 10-QSB for the
                  quarter ending March 31, 2001 filed with the Commission on May
                  14, 2001.

         (c)      The Registrant's Amendment to the Annual Report on Form 10-KSB
                  for the fiscal year ended December 31, 2000 filed with the
                  Commission on April 30, 2001.

         (d)      The Registrant's Amendment to the Annual Report on Form 10-KSB
                  for the fiscal year ended December 31, 2000 filed with the
                  Commission on April 24, 2001.

         (e)      The Registrant's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2000 filed with the Commission on
                  April 2, 2001.

         (f)      The Registrant's  Registration Statement No. 000-16929 on Form
                  8-A filed with the SEC on July 8, 1992  pursuant to Section 12
                  of the Securities  Exchange Act of 1934, as amended (the "1934
                  Act"),  in which  there is  described  the  terms,  rights and
                  provisions  applicable to the Registrant's  outstanding Common
                  Stock.

         (g)      The Registrant's Registration Statement No. 333-64035 on Form
                  S-8 filed with the Commission on September 23, 1998.

                  All reports and  definitive  proxy or  information  statements
filed  pursuant to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act after the
date of this Registration  Statement and prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  de-registers  all securities then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated 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  subsequently  filed
document which also 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.


                                      II-1

<Page>

Item 8.  EXHIBITS

<Table>
<Caption>
Exhibit Number     Exhibit
--------------     -------
<S>                <C>
     4.1           Instruments Defining Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-16929 on
                   Form 8-A, as amended, together with the exhibits thereto,
                   which is incorporated herein by reference pursuant to Item
                   3(b) of this Registration Statement
     5.1           Opinion and consent of Brobeck, Phleger & Harrison LLP
    23.1           Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants
    23.2           Consent of Ernst & Young LLP, Independent Auditors
    23.3           Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.1
    24.0           Power of Attorney. Reference is made to page II-3 of this
                   Registration Statement
    99.1*          Endorex Corporation Amended and Restated 1995 Omnibus
                   Incentive Plan (as of February 11, 1998)
    99.2**         Form of Notice of Grant of Stock Option
    99.3**         Form of Stock Option Agreement
    99.4**         Form of Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right)
    99.5**         Form of Addendum to Stock Option Agreement (Involuntary
                   Termination Following Corporate Transaction/Change in
                   Control)
    99.6**         Form of Notice of Grant of Automatic Stock Option (Initial
                   Grant)
    99.7**         Form of Notice of Grant of Automatic Stock Option (Annual
                   Grant)
    99.8**         Form of Automatic Stock Option Agreement
</Table>

* Exhibit 99.1 is incorporated by reference to Exhibit 10.6 filed with the
Registrant's 10KSB/A for the fiscal year ended December 31, 2000 filed with the
Commission on April 30, 2001.

**Exhibits 99.2 through 99.8 are incorporated herein by reference to the
Exhibits of the same number filed with the Registrant's Registration Statement
No. 333-64035 on Form S-8 which was filed with the Commission on September 23,
1998.


                                      II-2

<Page>





                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the  requirements  for filing on Form S-8,  and has duly  caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the City of Lake  Forest,  State of Illinois on
September 12, 2001.

                                          ENDOREX CORPORATION


                                          By:      /s/ Michael S. Rosen
                                             -----------------------------------
                                                   Michael S. Rosen
                                                   President, Chief Executive
                                                   Officer and Director


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That  the  undersigned   officers  and  directors  of  Endorex
Corporation, a Delaware corporation, do hereby constitute and appoint Michael S.
Rosen and/or Steve J. Koulogeorge,  the lawful attorneys-in-fact and agents with
full power and  authority  to do any and all acts and things and to execute  any
and all instruments  which said attorneys and agents  determine may be necessary
or  advisable  or  required  to  enable  said  corporation  to  comply  with the
Securities Act of 1933, as amended, and any rules or regulations or requirements
of the Securities and Exchange  Commission in connection with this  Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers  granted  include  the power and  authority  to sign the names of the
undersigned  officers and directors in the  capacities  indicated  below to this
Registration  Statement,  to any  and all  amendments,  both  pre-effective  and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration Statement or amendments or supplements thereof, and the undersigned
hereby ratifies and confirms that said attorneys and agents shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated.

<Table>
<Caption>
        SIGNATURE                                     TITLE                                 DATE
-----------------------------     ------------------------------------------------    ------------------

<S>                               <C>                                                 <C>
/s/ Michael S. Rosen              President, Chief Executive Officer and Director     September 12, 2001
-----------------------------     (Principal Executive Officer)
Michael S. Rosen




/s/ Steve J. Koulogeorge          Controller                                          September 12, 2001
-----------------------------     (Principal Financial and Accounting Officer)
Steve J. Koulogeorge


                                      II-3

<Page>

<Caption>
        SIGNATURE                                     TITLE                                 DATE
-----------------------------     ------------------------------------------------    ------------------

<S>                               <C>                                                 <C>
                                  Director                                            September 12, 2001
-----------------------------
Richard Dunning




/s/ Steve H. Kanzer               Director                                            September 12, 2001
-----------------------------
Steve H. Kanzer




/s/ Paul D. Rubin                 Director                                            September 12, 2001
-----------------------------
Paul D. Rubin




/s/ H. Laurence Shaw              Director                                            September 12, 2001
-----------------------------
H. Laurence Shaw




/s/ Kenneth Tempero               Director                                            September 12, 2001
-----------------------------
Kenneth Tempero




/s/ Steven Thornton               Director                                            September 12, 2001
-----------------------------
Steven Thornton
</Table>


                                      II-4

<Page>



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               ENDOREX CORPORATION

<Page>

                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT NUMBER     EXHIBIT
--------------     -------
<S>                <C>
     4.1           Instruments Defining Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-16929 on
                   Form 8-A, as amended, together with the exhibits thereto,
                   which is incorporated herein by reference pursuant to Item
                   3(b) of this Registration Statement
     5.1           Opinion and consent of Brobeck, Phleger & Harrison LLP
    23.1           Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants
    23.2           Consent of Ernst & Young LLP, Independent Auditors
    23.3           Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.1
    24.1           Power of Attorney. Reference is made to page II-3 of this
                   Registration Statement
    99.1*          Endorex Corporation Amended and Restated 1995 Omnibus
                   Incentive Plan (as of February 11, 1998)
    99.2**         Form of Notice of Grant of Stock Option
    99.3**         Form of Stock Option Agreement
    99.4**         Form of Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right)
    99.5**         Form of Addendum to Stock Option Agreement (Involuntary
                   Termination Following Corporate Transaction/Change in
                   Control)
    99.6**         Form of Notice of Grant of Automatic Stock Option (Initial
                   Grant)
    99.7**         Form of Notice of Grant of Automatic Stock Option (Annual
                   Grant)
    99.8**         Form of Automatic Stock Option Agreement
</Table>

* Exhibit 99.1 is incorporated by reference to Exhibit 10.6 filed with the
Registrant's 10KSB/A for the fiscal year ended December 31, 2001 filed with the
Commission on April 30, 2001.

**Exhibits 99.2 through 99.8 are incorporated herein by reference to the
Exhibits of the same number filed with the Registrant's Registration Statement
No. 333-64035 on Form S-8 which was filed with the Commission on September 23,
1998.
[{"type": "S-8", "sequence": "1", "filename": "a2059144zs-8.txt", "description": "S-8", "secsgml_size_bytes": 16601}]
{"company-data": {"conformed-name": "ENDOREX CORP", "cik": "0000812796", "assigned-sic": "2834", "irs-number": "411505029", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69286", "film-number": "1735762"}, "business-address": {"street1": "28101 BALLARD DR.", "city": "LAKE FOREST", "state": "IL", "zip": "60045", "phone": "847-573-8990"}, "mail-address": {"street1": "28101 BALLARD DR.", "city": "LAKE FOREST", "state": "IL", "zip": "60045"}, "former-company": {"former-conformed-name": "IMMUNOTHERAPEUTICS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 12, 2001
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                               ENDOREX CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                     41-1505029
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

            28101 BALLARD DRIVE, SUITE F, LAKE FOREST, ILLINOIS 60045
               (Address of principal executive offices) (Zip Code)
                                -----------------

      ENDOREX CORPORATION AMENDED AND RESTATED 1995 OMNIBUS INCENTIVE PLAN
                            (Full title of the Plans)
                                -----------------

                              STEVE J. KOULOGEORGE
                                   CONTROLLER
                               ENDOREX CORPORATION
            28101 BALLARD DRIVE, SUITE F, LAKE FOREST, ILLINOIS 60045
                     (Name and address of agent for service)

                                 (847) 573-8990
          (Telephone number, including area code, of agent for service)
                                -----------------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                       Amount to be       Proposed Maximum             Proposed Maximum             Amount of
Title of Securities to be Registered  Registered(1)  Offering Price Per Share(2)  Aggregate Offering Price(2)  Registration Fee
------------------------------------  -------------  ---------------------------  ---------------------------  -------------------
AMENDED AND RESTATED 1995
OMNIBUS INCENTIVE PLAN

Common Stock, par value $.001         334,336 shares          $1.03                         $344,366                     $86
(1) This Registration Statement shall also cover any additional shares of the
    Registrant's Common Stock which become issuable under the Registrant's
    Amended and Restated 1995 Omnibus Incentive Plan by reason of any stock
    dividend, stock split, recapitalization or other similar transaction
    effected without the Registrant's receipt of consideration which results in
    an increase in the number of the outstanding shares of Registrant's Common
    Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low selling prices per share of the Registrant's Common Stock on
    September 10, 2001 as reported by the American Stock Exchange.
Pursuant to General Instruction E to Form S-8, this Registration
Statement on Form S-8 registers the offer and sale of an additional 334,336
shares of Common Stock of the Registrant for issuance under the Amended and
Restated 1995 Omnibus Incentive Plan. The contents of the prior Registration
Statement relating to such Plan, Filing No. 333-64035, are incorporated herein
by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  Endorex Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         (a)      The Registrant's Quarterly Report on Form 10-QSB for the
                  quarter ending June 30, 2001 filed with the Commission on
                  August 14, 2001.

         (b)      The Registrant's Quarterly Report on Form 10-QSB for the
                  quarter ending March 31, 2001 filed with the Commission on May
                  14, 2001.

         (c)      The Registrant's Amendment to the Annual Report on Form 10-KSB
                  for the fiscal year ended December 31, 2000 filed with the
                  Commission on April 30, 2001.

         (d)      The Registrant's Amendment to the Annual Report on Form 10-KSB
                  for the fiscal year ended December 31, 2000 filed with the
                  Commission on April 24, 2001.

         (e)      The Registrant's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2000 filed with the Commission on
                  April 2, 2001.

         (f)      The Registrant's  Registration Statement No. 000-16929 on Form
                  8-A filed with the SEC on July 8, 1992  pursuant to Section 12
                  of the Securities  Exchange Act of 1934, as amended (the "1934
                  Act"),  in which  there is  described  the  terms,  rights and
                  provisions  applicable to the Registrant's  outstanding Common
                  Stock.

         (g)      The Registrant's Registration Statement No. 333-64035 on Form
                  S-8 filed with the Commission on September 23, 1998.

                  All reports and  definitive  proxy or  information  statements
filed  pursuant to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act after the
date of this Registration  Statement and prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  de-registers  all securities then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated 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  subsequently  filed
document which also 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.

                                      II-1
Item 8.  EXHIBITS
Exhibit Number     Exhibit
--------------     -------
4.1           Instruments Defining Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-16929 on
                   Form 8-A, as amended, together with the exhibits thereto,
                   which is incorporated herein by reference pursuant to Item
                   3(b) of this Registration Statement
     5.1           Opinion and consent of Brobeck, Phleger & Harrison LLP
    23.1           Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants
    23.2           Consent of Ernst & Young LLP, Independent Auditors
    23.3           Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.1
    24.0           Power of Attorney. Reference is made to page II-3 of this
                   Registration Statement
    99.1*          Endorex Corporation Amended and Restated 1995 Omnibus
                   Incentive Plan (as of February 11, 1998)
    99.2**         Form of Notice of Grant of Stock Option
    99.3**         Form of Stock Option Agreement
    99.4**         Form of Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right)
    99.5**         Form of Addendum to Stock Option Agreement (Involuntary
                   Termination Following Corporate Transaction/Change in
                   Control)
    99.6**         Form of Notice of Grant of Automatic Stock Option (Initial
                   Grant)
    99.7**         Form of Notice of Grant of Automatic Stock Option (Annual
                   Grant)
    99.8**         Form of Automatic Stock Option Agreement
* Exhibit 99.1 is incorporated by reference to Exhibit 10.6 filed with the
Registrant's 10KSB/A for the fiscal year ended December 31, 2000 filed with the
Commission on April 30, 2001.

**Exhibits 99.2 through 99.8 are incorporated herein by reference to the
Exhibits of the same number filed with the Registrant's Registration Statement
No. 333-64035 on Form S-8 which was filed with the Commission on September 23,
1998.

                                      II-2
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the  requirements  for filing on Form S-8,  and has duly  caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the City of Lake  Forest,  State of Illinois on
September 12, 2001.

                                          ENDOREX CORPORATION

                                          By:      /s/ Michael S. Rosen
                                             -----------------------------------
                                                   Michael S. Rosen
                                                   President, Chief Executive
                                                   Officer and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That  the  undersigned   officers  and  directors  of  Endorex
Corporation, a Delaware corporation, do hereby constitute and appoint Michael S.
Rosen and/or Steve J. Koulogeorge,  the lawful attorneys-in-fact and agents with
full power and  authority  to do any and all acts and things and to execute  any
and all instruments  which said attorneys and agents  determine may be necessary
or  advisable  or  required  to  enable  said  corporation  to  comply  with the
Securities Act of 1933, as amended, and any rules or regulations or requirements
of the Securities and Exchange  Commission in connection with this  Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers  granted  include  the power and  authority  to sign the names of the
undersigned  officers and directors in the  capacities  indicated  below to this
Registration  Statement,  to any  and all  amendments,  both  pre-effective  and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration Statement or amendments or supplements thereof, and the undersigned
hereby ratifies and confirms that said attorneys and agents shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated.
SIGNATURE                                     TITLE                                 DATE
-----------------------------     ------------------------------------------------    ------------------
/s/ Michael S. Rosen              President, Chief Executive Officer and Director     September 12, 2001
-----------------------------     (Principal Executive Officer)
Michael S. Rosen

/s/ Steve J. Koulogeorge          Controller                                          September 12, 2001
-----------------------------     (Principal Financial and Accounting Officer)
Steve J. Koulogeorge

                                      II-3
SIGNATURE                                     TITLE                                 DATE
-----------------------------     ------------------------------------------------    ------------------
Director                                            September 12, 2001
-----------------------------
Richard Dunning

/s/ Steve H. Kanzer               Director                                            September 12, 2001
-----------------------------
Steve H. Kanzer

/s/ Paul D. Rubin                 Director                                            September 12, 2001
-----------------------------
Paul D. Rubin

/s/ H. Laurence Shaw              Director                                            September 12, 2001
-----------------------------
H. Laurence Shaw

/s/ Kenneth Tempero               Director                                            September 12, 2001
-----------------------------
Kenneth Tempero

/s/ Steven Thornton               Director                                            September 12, 2001
-----------------------------
Steven Thornton
II-4
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               ENDOREX CORPORATION
EXHIBIT INDEX
EXHIBIT NUMBER     EXHIBIT
--------------     -------
4.1           Instruments Defining Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-16929 on
                   Form 8-A, as amended, together with the exhibits thereto,
                   which is incorporated herein by reference pursuant to Item
                   3(b) of this Registration Statement
     5.1           Opinion and consent of Brobeck, Phleger & Harrison LLP
    23.1           Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants
    23.2           Consent of Ernst & Young LLP, Independent Auditors
    23.3           Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.1
    24.1           Power of Attorney. Reference is made to page II-3 of this
                   Registration Statement
    99.1*          Endorex Corporation Amended and Restated 1995 Omnibus
                   Incentive Plan (as of February 11, 1998)
    99.2**         Form of Notice of Grant of Stock Option
    99.3**         Form of Stock Option Agreement
    99.4**         Form of Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right)
    99.5**         Form of Addendum to Stock Option Agreement (Involuntary
                   Termination Following Corporate Transaction/Change in
                   Control)
    99.6**         Form of Notice of Grant of Automatic Stock Option (Initial
                   Grant)
    99.7**         Form of Notice of Grant of Automatic Stock Option (Annual
                   Grant)
    99.8**         Form of Automatic Stock Option Agreement
* Exhibit 99.1 is incorporated by reference to Exhibit 10.6 filed with the
Registrant's 10KSB/A for the fiscal year ended December 31, 2001 filed with the
Commission on April 30, 2001.

**Exhibits 99.2 through 99.8 are incorporated herein by reference to the
Exhibits of the same number filed with the Registrant's Registration Statement
No. 333-64035 on Form S-8 which was filed with the Commission on September 23,
1998.