<PAGE>

     As filed with the Securities and Exchange Commission on January 8, 2001

================================================================================
                                                    Registration No. 333-______

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

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

                         BIOSANTE PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

                     WYOMING                               58-2301143
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                Identification No.)

        175 OLDE HALF DAY ROAD, SUITE 247
                LINCOLNSHIRE, IL                              60069
    (Address of Principal Executive Offices)               (Zip Code)
                             -----------------------

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)
                             -----------------------

                              PHILLIP B. DONENBERG,
                             CHIEF FINANCIAL OFFICER
                         BIOSANTE PHARMACEUTICALS, INC.
                        175 OLDE HALF DAY ROAD, SUITE 247
                             LINCOLNSHIRE, IL 60069
                                 (847) 793-2458
                      (Name, address and telephone number,
                   including area code, of agent for service)

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

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
                            ------------------------
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
 ========================== =================== ========================= ========================== =================
<S>                          <C>                   <C>                    <C>                        <C>
    TITLE OF SECURITIES        AMOUNT TO BE         PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
     TO BE REGISTERED         REGISTERED(1)        OFFERING PRICE PER     AGGREGATE OFFERING PRICE   REGISTRATION FEE
                                                        UNIT(2)
 -------------------------- ------------------- ------------------------- -------------------------- -----------------
 Common stock, no par
 value per share             7,000,000 shares          $2,940,000                   $.42                 $735.00
 ========================== =================== ========================= ========================== =================
</TABLE>
(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, this
     registration statement includes an indeterminate number of additional
     shares which may be offered and sold as a result of anti-dilution
     provisions described in the 1998 Stock Option Plan.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee and calculated pursuant to Rule 457(h) under the
     Securities Act as follows: (i) with respect to options to purchase shares
     previously granted under the 1998 Stock Option Plan, on the basis of the
     weighted average exercise price of these option grants, and (ii) with
     respect to options to be granted under the 1998 Stock Option Plan, on the
     basis of the average between the high and low sales prices of the
     registrant's common stock on January 3, 2001 on the over-the-counter
     market, as reported by the Over-the-Counter Bulletin Board.

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

<PAGE>

                                     PART I

                              INFORMATION REQUIRED
                         IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act.


                                      1
<PAGE>




                                     PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by BioSante Pharmaceuticals, Inc. (File
No. 0-28637) with the Securities and Exchange Commission are incorporated by
reference in this registration statement:

         (1) BioSante's annual report on Form 10-KSB for the fiscal year ended
December 31, 1999.

         (2) BioSante's quarterly reports on Form 10-QSB for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000.

         (3) BioSante's current report on Form 8-K as filed with the SEC on July
11, 2000.

         (4) The description of BioSante's common stock contained in its
registration statement on Form 10-SB filed with the SEC on December 23, 1999
under the Securities Exchange Act of 1934, as amended, including any amendments
or reports filed for the purpose of updating the description.

         All documents filed by BioSante with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to this
registration statement have been sold or that 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The description of our common stock to be offered pursuant to this
registration statement has been incorporated by reference into this registration
statement as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of our common stock offered hereby will be
passed upon for BioSante by Holland & Hart LLP, Cheyenne, Wyoming.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our Articles of Continuance limit the liability of our directors and
officers to the fullest extent permitted by the Wyoming Business Corporation
Act. Specifically, our directors will not be personally liable for monetary
damages for breach of fiduciary duty as our directors, except liability for (1)
the amount of financial benefit received by our director to which our director
is not entitled, (2) an intentional infliction of harm to us or our
shareholders, (3) a violation of Section 17-16-833 of the Wyoming Business
Corporation Act, and (4) an intentional violation of criminal law. Liability
under federal securities law is not limited by our Articles of Continuance.

         We maintain an insurance policy for our directors and executive
officers pursuant to which our directors and executive officers are insured
against liability for certain actions in their capacity as our directors and
executive officers.

                                  2
<PAGE>

         The Wyoming Business Corporation Act requires that we indemnify any
director, made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity of the person, against reasonable
expenses incurred in connection with the proceeding if certain statutory
standards are met. "Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding, including a
derivative action by us. Reference is made to the detailed terms of the Wyoming
indemnification statute, Section 17-16-852 of the Wyoming Business Corporation
Act, for a complete statement of such indemnification rights. Section 15 of our
Articles of Continuance also require us to provide indemnification beyond the
mandatory indemnification in Section 17-16-852 for our officers and directors.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers or persons controlling us
pursuant to the foregoing provisions, we are aware that in the opinion of the
Securities and Exchange Commission this indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable. No securities are to be re-offered or resold pursuant
to this registration statement.

ITEM 8.  EXHIBITS.

EXHIBIT NO.
-----------
5.1           Opinion of Holland & Hart LLP (filed herewith).

23.1          Consent of Deloitte & Touche LLP (filed herewith).

23.2          Consent of Holland & Hart LLP (included in Exhibit 5.1).

24.1          Power of Attorney (included on the signature page to this
              registration statement).

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 this
                                 registration statement (or the most recent
                                 post-effective amendment hereof) which,
                                 individually or in the aggregate, represent a
                                 fundamental change in the information set forth
                                 in this registration statement. Notwithstanding
                                 the foregoing, any increase or decrease in
                                 volume of securities offered (if the total
                                 dollar value of securities offered would not
                                 exceed that which was registered) and any
                                 deviation from the low or high end of the
                                 estimated maximum offering range may be
                                 reflected in the form of prospectus filed with
                                 the SEC pursuant to Rule 424(b) under the
                                 Securities Act of 1933, as amended (the
                                 "Securities Act") if, in the aggregate, the
                                 changes in volume and price represent no more
                                 than a 20% change in the maximum aggregate
                                 offering price set forth in the "Calculation of
                                 Registration Fee" table in the effective
                                 registration statement;

                                        3
<PAGE>

                      (iii)     To include any material information with
                                 respect to the plan of distribution not
                                 previously disclosed in this registration
                                 statement or any material change to such
                                 information in this registration statement.

                      Provided, however, that paragraphs (a)(1)(i) and
                      (a)(1)(ii) 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 with or
                      furnished to the SEC 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 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 (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 SEC 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 of 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 Lincolnshire, State of Illinois, on December 12,
2000.

                                   BIOSANTE PHARMACEUTICALS, INC.

                                   By: /s/ Stephen M. Simes
                                      ---------------------
                                       Stephen M. Simes
                                       President and Chief Executive Officer
                                       (principal executive officer)


                                   By: /s/ Phillip B. Donenberg
                                       ------------------------
                                       Phillip B. Donenberg
                                       Chief Financial Officer, Treasurer and
                                       Secretary
                                       (principal financial and
                                       accounting officer)

                                POWER OF ATTORNEY

              Each person whose signature appears below constitutes and appoints
Stephen M. Simes and Phillip B. Donenberg, and each of them, his or her true and
lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective 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, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his 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 on December 12, 2000 by the following
persons in the capacities indicated.

SIGNATURE                                    TITLE
---------                                   -------
/s/ Stephen M. Simes                      President and Chief Executive Officer
-------------------------------           and Director
Stephen M. Simes

/s/ Louis W. Sullivan, M.D.               Chairman of the Board and Director
-------------------------------
Louis W. Sullivan, M.D.

/s/ Avi Ben-Abraham, M.D.                 Director
-------------------------------
Avi Ben-Abraham, M.D.

/s/ Victor Morgenstern                    Director
-------------------------------
Victor Morgenstern

/s/ Edward C. Rosenow, III, M.D.          Director
-------------------------------
Edward C. Rosenow, III, M.D.


                                   5
<PAGE>

/s/ Fred Holubow                            Director
-------------------------------
Fred Holubow

/s/ Ross Mangano                            Director
-------------------------------
Ross Mangano

/s/ Angela Ho                               Director
-------------------------------
Angela Ho

/s/ Peter Kjaer                             Director
-------------------------------
Peter Kjaer



                             6
<PAGE>



                         BIOSANTE PHARMACEUTICALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
   NO.          ITEM                                                    METHOD OF FILING
   --           ----                                                    ---------------
<S>              <C>                                                     <C>

5.1              Opinion of Holland & Hart LLP...........................Filed herewith.

23.1             Consent of Deloitte & Touche LLP........................Filed herewith.

23.2             Consent of Holland & Hart LLP...........................Included in Exhibit 5.1.

24.1             Power of Attorney.......................................Included on the signature page to this
                                                                         registration statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2034680zs-8.txt", "description": "S-8", "secsgml_size_bytes": 19829}]
{"company-data": {"conformed-name": "BIOSANTE PHARMACEUTICALS INC", "cik": "0001023024", "assigned-sic": "2836", "irs-number": "582301143", "state-of-incorporation": "WY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53384", "film-number": "1503779"}, "business-address": {"street1": "175 OLDE HALF DAY ROAD", "street2": "SUITE 123", "city": "LINCOLNSHIRE", "state": "IL", "zip": "60069", "phone": "8477932458"}, "mail-address": {"street1": "175 OLDE HALF DAY ROAD", "street2": "SUITE 123", "city": "LINCOLNSHIRE", "state": "IL", "zip": "60069"}, "former-company": {"former-conformed-name": "BEN ABRAHAM TECHNOLOGIES INC", "date-changed": "19991027"}}
As filed with the Securities and Exchange Commission on January 8, 2001

================================================================================
                                                    Registration No. 333-______

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

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

                         BIOSANTE PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

                     WYOMING                               58-2301143
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                Identification No.)

        175 OLDE HALF DAY ROAD, SUITE 247
                LINCOLNSHIRE, IL                              60069
    (Address of Principal Executive Offices)               (Zip Code)
                             -----------------------

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)
                             -----------------------

                              PHILLIP B. DONENBERG,
                             CHIEF FINANCIAL OFFICER
                         BIOSANTE PHARMACEUTICALS, INC.
                        175 OLDE HALF DAY ROAD, SUITE 247
                             LINCOLNSHIRE, IL 60069
                                 (847) 793-2458
                      (Name, address and telephone number,
                   including area code, of agent for service)

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

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
                            ------------------------
CALCULATION OF REGISTRATION FEE
 ========================== =================== ========================= ========================== =================
TITLE OF SECURITIES        AMOUNT TO BE         PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
     TO BE REGISTERED         REGISTERED(1)        OFFERING PRICE PER     AGGREGATE OFFERING PRICE   REGISTRATION FEE
                                                        UNIT(2)
 -------------------------- ------------------- ------------------------- -------------------------- -----------------
 Common stock, no par
 value per share             7,000,000 shares          $2,940,000                   $.42                 $735.00
 ========================== =================== ========================= ========================== =================
(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, this
     registration statement includes an indeterminate number of additional
     shares which may be offered and sold as a result of anti-dilution
     provisions described in the 1998 Stock Option Plan.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee and calculated pursuant to Rule 457(h) under the
     Securities Act as follows: (i) with respect to options to purchase shares
     previously granted under the 1998 Stock Option Plan, on the basis of the
     weighted average exercise price of these option grants, and (ii) with
     respect to options to be granted under the 1998 Stock Option Plan, on the
     basis of the average between the high and low sales prices of the
     registrant's common stock on January 3, 2001 on the over-the-counter
     market, as reported by the Over-the-Counter Bulletin Board.

================================================================================
PART I

                              INFORMATION REQUIRED
                         IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act.

                                      1
PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by BioSante Pharmaceuticals, Inc. (File
No. 0-28637) with the Securities and Exchange Commission are incorporated by
reference in this registration statement:

         (1) BioSante's annual report on Form 10-KSB for the fiscal year ended
December 31, 1999.

         (2) BioSante's quarterly reports on Form 10-QSB for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000.

         (3) BioSante's current report on Form 8-K as filed with the SEC on July
11, 2000.

         (4) The description of BioSante's common stock contained in its
registration statement on Form 10-SB filed with the SEC on December 23, 1999
under the Securities Exchange Act of 1934, as amended, including any amendments
or reports filed for the purpose of updating the description.

         All documents filed by BioSante with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to this
registration statement have been sold or that 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The description of our common stock to be offered pursuant to this
registration statement has been incorporated by reference into this registration
statement as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of our common stock offered hereby will be
passed upon for BioSante by Holland & Hart LLP, Cheyenne, Wyoming.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our Articles of Continuance limit the liability of our directors and
officers to the fullest extent permitted by the Wyoming Business Corporation
Act. Specifically, our directors will not be personally liable for monetary
damages for breach of fiduciary duty as our directors, except liability for (1)
the amount of financial benefit received by our director to which our director
is not entitled, (2) an intentional infliction of harm to us or our
shareholders, (3) a violation of Section 17-16-833 of the Wyoming Business
Corporation Act, and (4) an intentional violation of criminal law. Liability
under federal securities law is not limited by our Articles of Continuance.

         We maintain an insurance policy for our directors and executive
officers pursuant to which our directors and executive officers are insured
against liability for certain actions in their capacity as our directors and
executive officers.

                                  2
The Wyoming Business Corporation Act requires that we indemnify any
director, made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity of the person, against reasonable
expenses incurred in connection with the proceeding if certain statutory
standards are met. "Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding, including a
derivative action by us. Reference is made to the detailed terms of the Wyoming
indemnification statute, Section 17-16-852 of the Wyoming Business Corporation
Act, for a complete statement of such indemnification rights. Section 15 of our
Articles of Continuance also require us to provide indemnification beyond the
mandatory indemnification in Section 17-16-852 for our officers and directors.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers or persons controlling us
pursuant to the foregoing provisions, we are aware that in the opinion of the
Securities and Exchange Commission this indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable. No securities are to be re-offered or resold pursuant
to this registration statement.

ITEM 8.  EXHIBITS.

EXHIBIT NO.
-----------
5.1           Opinion of Holland & Hart LLP (filed herewith).

23.1          Consent of Deloitte & Touche LLP (filed herewith).

23.2          Consent of Holland & Hart LLP (included in Exhibit 5.1).

24.1          Power of Attorney (included on the signature page to this
              registration statement).

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 this
                                 registration statement (or the most recent
                                 post-effective amendment hereof) which,
                                 individually or in the aggregate, represent a
                                 fundamental change in the information set forth
                                 in this registration statement. Notwithstanding
                                 the foregoing, any increase or decrease in
                                 volume of securities offered (if the total
                                 dollar value of securities offered would not
                                 exceed that which was registered) and any
                                 deviation from the low or high end of the
                                 estimated maximum offering range may be
                                 reflected in the form of prospectus filed with
                                 the SEC pursuant to Rule 424(b) under the
                                 Securities Act of 1933, as amended (the
                                 "Securities Act") if, in the aggregate, the
                                 changes in volume and price represent no more
                                 than a 20% change in the maximum aggregate
                                 offering price set forth in the "Calculation of
                                 Registration Fee" table in the effective
                                 registration statement;

                                        3
(iii)     To include any material information with
                                 respect to the plan of distribution not
                                 previously disclosed in this registration
                                 statement or any material change to such
                                 information in this registration statement.

                      Provided, however, that paragraphs (a)(1)(i) and
                      (a)(1)(ii) 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 with or
                      furnished to the SEC 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 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 (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 SEC 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 of 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 Lincolnshire, State of Illinois, on December 12,
2000.

                                   BIOSANTE PHARMACEUTICALS, INC.

                                   By: /s/ Stephen M. Simes
                                      ---------------------
                                       Stephen M. Simes
                                       President and Chief Executive Officer
                                       (principal executive officer)

                                   By: /s/ Phillip B. Donenberg
                                       ------------------------
                                       Phillip B. Donenberg
                                       Chief Financial Officer, Treasurer and
                                       Secretary
                                       (principal financial and
                                       accounting officer)

                                POWER OF ATTORNEY

              Each person whose signature appears below constitutes and appoints
Stephen M. Simes and Phillip B. Donenberg, and each of them, his or her true and
lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective 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, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his 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 on December 12, 2000 by the following
persons in the capacities indicated.

SIGNATURE                                    TITLE
---------                                   -------
/s/ Stephen M. Simes                      President and Chief Executive Officer
-------------------------------           and Director
Stephen M. Simes

/s/ Louis W. Sullivan, M.D.               Chairman of the Board and Director
-------------------------------
Louis W. Sullivan, M.D.

/s/ Avi Ben-Abraham, M.D.                 Director
-------------------------------
Avi Ben-Abraham, M.D.

/s/ Victor Morgenstern                    Director
-------------------------------
Victor Morgenstern

/s/ Edward C. Rosenow, III, M.D.          Director
-------------------------------
Edward C. Rosenow, III, M.D.

                                   5
/s/ Fred Holubow                            Director
-------------------------------
Fred Holubow

/s/ Ross Mangano                            Director
-------------------------------
Ross Mangano

/s/ Angela Ho                               Director
-------------------------------
Angela Ho

/s/ Peter Kjaer                             Director
-------------------------------
Peter Kjaer

                             6
BIOSANTE PHARMACEUTICALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS
EXHIBIT
   NO.          ITEM                                                    METHOD OF FILING
   --           ----                                                    ---------------
5.1              Opinion of Holland & Hart LLP...........................Filed herewith.

23.1             Consent of Deloitte & Touche LLP........................Filed herewith.

23.2             Consent of Holland & Hart LLP...........................Included in Exhibit 5.1.

24.1             Power of Attorney.......................................Included on the signature page to this
                                                                         registration statement.