Registration No. 333-_______



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                            INTERFERON SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

-------------------------------------------------------------------------------
                               Delaware 22-2313648
         (State or other jurisdiction of (I.R.S. Employer Identification
                     incorporation or organization) Number)
-------------------------------------------------------------------------------

                                783 Jersey Avenue
                             New Brunswick, NJ 08901

                                 (732) 249-3250
               (Address of principal executive offices) (Zip code)

        1981 Stock Option Plan, as amended, of Interferon Sciences, Inc.
                            (Full title of the plan)

                             Lawrence M Gordon, Esq.
                            Interferon Sciences, Inc.
                                783 Jersey Avenue
                             New Brunswick, NJ 08901

                                 (732) 249-3250
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        ---------------------------------

                                   Copies to:
                            Michael H. Margulis, Esq.
                          Duane, Morris & Heckscher LLP
                              380 Lexington Avenue

                            New York, New York 10168
                                 (212) 692-1000
                        ---------------------------------
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<S>                             <C>                     <C>                     <C>                     <C>

====================================================================================================================
Title of securities to      Amount to be         Proposed maximum       Proposed maximum           Amount of
be registered                registered           offering price       aggregate offering        registration
                                                   per share (2)            price (2)                 fee
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Stock, par        4,975,000 shares(1)           $1.03               $5,124,250              $1,352.80
value $0.01 per share
====================================================================================================================

(1)   Represents  4,975,000  additional  shares  reserved for issuance  upon the
      exercise of options  granted or to be granted  under the 1981 Stock Option
      Plan, as amended.

(2)   Estimated  pursuant to Rule 457(c)  solely for the purpose of  calculating
      the amount of the  registration fee and based upon the average of the high
      and low prices  per share of the common  stock,  on  October  31,  2000 as
      reported on the OTC Bulletin Board, of $1.03.

</TABLE>

<PAGE>





                                     PART II


<PAGE>




               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF PREVIOUS REGISTRATION STATEMENT

     Pursuant to General Instruction E to Form S-8, Interferon Sciences, Inc., a
Delaware corporation (the "Company"),  is filing this registration  statement to
include an  additional  4,975,000  shares under the 1981 Stock  Option Plan,  as
amended,  of Interferon  Sciences,  Inc. 25,000 shares (after giving effect to a
1-for-4  reverse stock split and a 1-for-5  reverse stock split) were previously
registered  by the  Company's  Registration  Statement  on Form S-8,  File.  No.
2-78431.  Pursuant  to  General  Instruction  E, the  contents  of  Registration
Statement No. 2-78431 are hereby incorporated by reference.

         Item 3.  Incorporation of Documents By Reference.
         ------   ----------------------------------------

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission by the Company, are incorporated herein by reference:

     () the Company's Annual Report on Form 10-K, as amended, for the year ended
December 31, 1999;

     () the  Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31, 2000 and June 30, 2000; and

     () the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (Registration No. 2-78431 ), as amended.

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act of 1934, as amended,
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.

         Item 4.  Description of Securities.
         ------   -------------------------

         Not applicable.

         Item 5.  Interest of Named Experts and Counsel.
         ------   -------------------------------------

         Not applicable

         Item 6.  Indemnification of Directors and Officers.
         ------   -----------------------------------------

         Under  Section  145 of the  General  Corporation  Law of the  State  of
Delaware (the  "DGCL"),  a corporation  may indemnify its  directors,  officers,
employees and agents and its former  directors,  officers,  employees and agents
and those who serve,  at the  corporation's  request,  in such  capacities  with
another  enterprise,  against expenses  (including  attorney's fees), as well as
judgments,  fines  and  settlements  in  nonderivative  lawsuits,  actually  and
reasonably  incurred  in  connection  with the  defense of any  action,  suit or
proceeding  in  which  they  or any of  them  were or are  made  parties  or are
threatened  to be made  parties by reason of their  serving or having  served in
such capacity.  The DGCL provides,  however, that such person must have acted in
good  faith  and in a  manner  he or she  reasonably  believed  to be in (or not
opposed to) the best interests of the corporation and, in the case of a criminal
action,  such  person  must have had no  reasonable  cause to believe his or her
conduct was unlawful. In addition,  the DGCL does not permit  indemnification in
an action or suit by or in the right of the  corporation,  where such person has
been adjudged liable to the corporation,  unless, and only to the extent that, a
court determines that such person fairly and reasonably is entitled to indemnity
for costs the court deems proper in light of liability  adjudication.  Indemnity
is  mandatory  to the  extent a claim,  issue or  matter  has been  successfully
defended.

         Article ELEVENTH of the Company's Certificate of Incorporation provides
that the Company will  indemnify  its  directors and officers to the full extent
permitted by law and that no director  shall be liable for  monetary  damages to
the Company or its stockholders for any breach of fiduciary duty,  except to the
extent  provided by applicable law (i) for any breach of the director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transaction from
which such director derived an improper  personal  benefit.  In addition,  under
indemnification  agreements with its directors, the Company is obligated, to the
fullest  extent  permissible  by the  DGCL,  as it  currently  exists  or may be
amended,  to indemnify  and hold  harmless its  directors,  from and against all
expense, liability and loss reasonably incurred or suffered by such directors.

         Item 7.  Exemption from Registration Claimed.
         ------   -----------------------------------

         Not applicable.

         Item 8.  Exhibits.
         ------   --------

     4(a) Restated  Certificate of  Incorporation  of the Company.  Incorporated
herein by reference to Exhibit 3B of the  Company's  Annual  Report on Form 10-K
for the year ended December 31, 1988.

     (b) Certificate of Amendment of Restated  Certificate of  Incorporation  of
the Company.  Incorporated  herein by  reference to Exhibit 3.4 of  Registration
Statement No. 33-40902.

     (c) Certificate of Amendment of Restated  Certificate of  Incorporation  of
the Company.  Incorporated  herein by  reference to Exhibit 3.2 of  Registration
Statement No. 33-40902.

     (d) Certificate of Amendment to the Restated  Certificate of  Incorporation
of the Company.  Incorporated herein by reference to Exhibit 3.4 of Registration
Statement No. 33-00845.

     (e) Certificate of Amendment to the Restated  Certificate of  Incorporation
of the Company.

     (f) By-Laws of the Company, as amended. Incorporated herein by reference to
Exhibit 3.2 of Registration Statement No. 2-7117.

     5 Opinion of Lawrence M. Gordon, Esq.

     23.1 Consent of KPMG LLP
     23.2 Consent of Lawrence M. Gordon, Esq. (included in Exhibit 5)

     24 Powers of Attorney (included on page 5).

     99 1981 Stock Option Plan, as amended, of Interferon Sciences, Inc.

         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,  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.

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  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 the 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 of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that is 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 New Brunswick,  State of New Jersey,  on November 6,
2000.

                                                     INTERFERON SCIENCES, INC.

                                                     By: /s/ Lawrence M. Gordon

                                     Lawrence M. Gordon, Chief Executive Officer

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

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Lawrence M. Gordon, Stanley G. Schutzbank, Ph.D.,
and  Samuel  H.  Ronel,   Ph.D.,   and  each  of  them,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
to act, without the other, for him and in his name, place, and stead, in any and
all  capacities,  to  sign  any  or  all  amendments  (including  post-effective
amendments) to the  Registration  Statement on Form S-8 of Interferon  Sciences,
Inc.  relating to the  offering of shares of its Common  Stock,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    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 full 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
any of them, their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

<TABLE>
<S>                                     <C>                                      <C>
Signatures                         Title                                        Date

    /s/   Lawrence M. Gordon       Chief Executive Officer                      November 6, 2000
------------------------------
    Lawrence M. Gordon             and Director (Principal Executive
                                   Officer)

   /s/    Donald W. Anderson       Controller (Principal Accounting             November 6, 2000
-----------------------------
    Donald W. Anderson             and Financial Officer)

   /s/   Stanley G. Schutzbank     President and Director                       November 6, 2000
---------------------------------
    Stanley G. Schutzbank

   /s/    Samuel H. Ronel         Chairman of the Board                         November 6, 2000
----------------------------
    Samuel H. Ronel

 Sheldon Glashow, Ph.D.           Director                                      November __, 2000

</TABLE>

<PAGE>


EXHIBIT INDEX

Exhibit
Number       Exhibit

     4(a) Restated  Certificate of  Incorporation  of the Company.  Incorporated
herein by reference to Exhibit 3B of the  Company's  Annual  Report on Form 10-K
for the year ended December 31, 1988.

     (b) Certificate of Amendment of Restated  Certificate of  Incorporation  of
the Company.  Incorporated  herein by  reference to Exhibit 3.4 of  Registration
Statement No. 33-40902.

     (c) Certificate of Amendment of Restated  Certificate of  Incorporation  of
the Company.  Incorporated  herein by  reference to Exhibit 3.2 of  Registration
Statement No. 33-40902.

     (d) Certificate of Amendment to the Restated  Certificate of  Incorporation
of the Company.  Incorporated herein by reference to Exhibit 3.4 of Registration
Statement No. 33-00845.

     (e) Certificate of Amendment to the Restated  Certificate of  Incorporation
of the Company.

     (f) By-Laws of the Company, as amended. Incorporated herein by reference to
Exhibit 3.2 of Registration Statement No. 2-7117.

    5        Opinion of Lawrence M. Gordon, Esq.

    23.1     Consent of KPMG LLP

    23.2     Consent of Lawrence M. Gordon, Esq. (included in Exhibit 5)

    24       Powers of Attorney (included on page 5).

    99       1981 Stock Option Plan, as amended, of Interferon Sciences, Inc.


<PAGE>


         EXHIBIT 5

                                         [INTERFERON SCIENCES LETTERHEAD]



                                                              November 6, 2000

Interferon Sciences, Inc.
783 Jersey Avenue
New Brunswick, NJ  08901

Dear Sirs:

         I  am  General  Counsel  to  Interferon  Sciences,   Inc.,  a  Delaware
corporation  (the  "Company"),  and have  acted as such in  connection  with the
Registration  Statement on Form S-8 (the "Registration  Statement") filed by the
Company  under  the  Securities  Act of 1933,  as  amended,  and the  rules  and
regulations  thereunder (the "Act"),  relating to the  registration of 4,975,000
shares  (the  "Shares")  of Common  Stock,  par value  $0.01 per  share,  of the
Company.  The Shares are to be issued pursuant to the 1981 Stock Option Plan, as
amended, of the Company (the "Plan").

         I have  participated in the preparation of the Registration  Statement,
and have reviewed the corporate  proceedings in connection  with the adoption of
the Plan. I also have examined and relied upon originals or copies, certified or
otherwise  authenticated  to my  satisfaction,  of all such  corporate  records,
documents, agreements, and instruments relating to the Company, and certificates
of  public  officials  and of  representatives  of the  Company,  have made such
investigations  of law, and have discussed with  representatives  of the Company
and such other  persons  such  questions  of fact,  as I have deemed  proper and
necessary as a basis for the rendering of this opinion.

         Based upon, and subject to, the foregoing, I am of the opinion that the
Shares are duly authorized and, when issued and delivered in accordance with the
terms of the  Plan  against  payment  therefor,  and  assuming  compliance  with
applicable  securities  laws and no change in the  applicable  law or  pertinent
facts (including  that, after any such issuance,  the number of shares of Common
Stock  outstanding  will not exceed the number the Company is then authorized to
issue under its  Certificate of  Incorporation),  will have been validly issued,
fully paid, and non-assessable.

         I hereby  consent  to the  filing of this  opinion  as Exhibit 5 to the
Registration  Statement.  In giving the foregoing consent, I do not admit that I
am in the category of persons whose  consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission promulgated thereunder.

                                       Very truly yours,

                                       /s/ Lawrence M. Gordon
                                           Lawrence M. Gordon
                                      Chief Executive Officer, General Counsel

<PAGE>


         EXHIBIT 23.1


<PAGE>


                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Interferon Sciences, Inc.


         We consent to the use of our report  incorporated  herein by  reference
and in the prospectus.

         Our report dated April 10, 2000 contains an explanatory  paragraph that
states that the Company has suffered recurring losses from operations and has an
accumulated  deficit which raise substantial doubt about its ability to continue
as a going concern.  The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of that uncertainty.

                                                                   /s/ KPMG LLP



New York, New York
November 6, 2000


<PAGE>


This document  constitutes  part of a prospectus  covering  securities that have
been registered under the Securities Act of 1933.

         The following  information  with respect to the 1981 Stock Option Plan,
as amended (the  "Plan"),  of Interferon  Sciences,  Inc.  (the  "Company"),  is
necessarily  incomplete  and  selective  and is  qualified  in its  entirety  by
reference to the Plan, a copy of which is attached hereto as Exhibit A.

General Plan Information

         The Plan  provides  for the grant of options to purchase  shares of the
Company's Common Stock,  par value $.01 per share (the "Common Stock").  Options
under the Plan are not intended to be incentive stock options within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

         The purpose of the Plan is to aid the Company in attracting, retaining,
and motivating management key employees, directors and consultants.

         The term during which  options may be granted under the Plan expires in
February  2001. The Board of Directors of the Company may terminate the Plan or,
with certain exceptions, modify or amend the Plan.

         The Plan is not subject to any  provisions  of the Employee  Retirement
Income Security Act of 1974 nor subject to qualification under Section 401(a) of
the Code.

         The Plan is  administered  by the  Board of  Directors  or a  committee
appointed  by  the  Board  (the   "Administrator");   presently,   the  Plan  is
administered   by  the  Board  of  Directors.   The  documents  of  the  Company
incorporated by reference  herein contain  information  about the members of the
Board of  Directors  and their  material  relationships  with the Company or its
affiliates.

         Optionees  may  obtain  additional  information  about the Plan and the
Board from Lawrence M. Gordon,  Chief Executive  Officer,  Interferon  Sciences,
Inc., 783 Jersey Avenue, New Brunswick, New Jersey 08901, telephone number (732)
249-3250.

Securities to be Offered

         The  maximum  number of shares of Common  Stock that may be issued upon
exercise of options  granted under the Plan is 5,000,000,  subject to adjustment
in certain circumstances.

Persons Who May Participate in the Plan

         The Plan provides  that the class of persons  eligible to receive stock
options under the Plan is limited to officers,  key  employees,  directors,  and
consultants of the Company. The Administrator has the authority to determine the
persons to whom options shall be granted in  furtherance  of the purposes of the
Plan.

         Each option will be evidenced by a stock  option  agreement  containing
such terms as the Administrator  shall determine.  The Administrator may require
an optionee to remain in the Company's  employ as a condition to the exercise of
options,  including after exercise,  for up to one year.  Shares subject to such
restriction may be forfeited upon refund by the Company of the exercise price if
the  optionee  ceases to be employed by the Company for any reason,  and will be
held in escrow by the Company until the relevant period has lapsed.

         The  Administrator may condition any grant of options on the optionee's
consent to the cancellation of other outstanding options.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The exercise  price of options is fixed by the  Administrator,  but may
not be less than 85% of the  market  value of the  Common  Stock on the date the
option is granted.

         The  Administrator  prescribes  the date or dates on which  any  option
becomes exercisable.  The period during which an option may be exercised may not
exceed 15 years.

         Shares of Common Stock purchased upon exercise of options shall be paid
for in full at the  time of  purchase,  in  cash by  check.  Options  may not be
exercised for less than 25 shares at any one time.

Resale Restrictions

         The Administrator, in granting any option, may place such conditions on
the resale of shares as it determines.

Tax Effects of Plan Participation

         The grant of a  non-qualified  stock option (which includes all options
under the Plan) does not have immediate tax  consequences  to the Company or the
optionee.  When an optionee  exercises a  non-qualified  stock option he will be
required to include in his gross income as ordinary compensation the fair market
value on the exercise date of any shares of Common Stock received reduced by any
amount paid for such shares.

         The tax basis of the shares acquired upon exercise will be equal to the
amount of cash paid for such shares plus the amount  included in the  optionee's
income at the time of exercise of the option with respect to such shares and the
holding period of such shares will commence on the date of exercise.

         Ordinary  compensation  income realized by the optionee on the exercise
of a non-qualified stock option is subject to all payroll and withholding taxes,
including  Social  Security and Medicare  taxes.  The Company may require,  as a
condition to the  performance  of the Company's  obligation to issue or transfer
Common  Stock  upon  exercise  of an  option,  that the  optionee  pay,  or make
provision  satisfactory to the Company for the payment of, any taxes (other than
stock transfer  taxes) which the Company is obligated to collect with respect to
the issue or transfer of Common Stock upon such exercise, including any Federal,
state, or local withholding taxes.

         The Company  will be entitled  to a  deduction  for Federal  income tax
purposes at the same time and in the same  amount as the  optionee is in receipt
of income in connection with his exercise.

         Deductibility of Interest.  Interest paid by an optionee on loans taken
to finance the exercise of an option will be deductible  only to the extent that
such interest does not exceed the optionee's investment income.

         The foregoing  discussion of anticipated  Federal income tax effects of
participation  in the  Plan  is  general  in  nature  and is  based  on  current
authorities. There is no assurance that legislative or administrative changes or
court  decisions may not be forthcoming  that would  significantly  change these
expected  consequences.  Any such  changes  may or may not be  retroactive  with
respect to transactions  prior to the date of such changes.  Optionees are urged
to consult their own tax advisors for more specific and definitive  advice as to
the Federal income tax  consequences  to them of the grant and exercise of their
options and  subsequent  sales of shares of Common Stock acquired upon exercise,
and as to the application and effect of state, local, and foreign income tax and
other tax laws, which vary from jurisdiction to jurisdiction.

Transferability and Termination of Options

         No option is transferable otherwise than by will or the laws of descent
and distribution and, during the lifetime of the optionee, may be exercised only
by the optionee or by the  optionee's  guardian or legal  representative.  If an
optionee voluntarily or involuntarily leaves the employ of the Company, optionee
will  have up to 90 days  (six  months,  in the  case of  retirement  at age 65,
disability, or death) to exercise any part of an option which was exercisable on
the date such employment ceased.

                                     * * * *

         All  documents  incorporated  by  reference in Item 3 of Part II of the
Registration  Statements on Form S-8 filed by the Company in connection with the
shares of Common Stock to be issued upon exercise of options granted pursuant to
the Plans are available  without  charge upon the written or oral request to the
Company by an optionee. Such documents are also hereby incorporated by reference
herein.  Any other documents  required to be delivered to optionees  pursuant to
Rule 428(b)  promulgated  under the  Securities  Act of 1933 are also  available
without charge upon the optionee's oral or written  request to the Company.  All
such requests for  information  should be directed to Lawrence M. Gordon,  Chief
Executive Officer,  Interferon Sciences, Inc., 783 Jersey Avenue, New Brunswick,
New Jersey 08901, telephone number (732) 249-3250.

Dated:  November 6, 2000
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Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                            INTERFERON SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

-------------------------------------------------------------------------------
                               Delaware 22-2313648
         (State or other jurisdiction of (I.R.S. Employer Identification
                     incorporation or organization) Number)
-------------------------------------------------------------------------------

                                783 Jersey Avenue
                             New Brunswick, NJ 08901

                                 (732) 249-3250
               (Address of principal executive offices) (Zip code)

        1981 Stock Option Plan, as amended, of Interferon Sciences, Inc.
                            (Full title of the plan)

                             Lawrence M Gordon, Esq.
                            Interferon Sciences, Inc.
                                783 Jersey Avenue
                             New Brunswick, NJ 08901

                                 (732) 249-3250
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        ---------------------------------

                                   Copies to:
                            Michael H. Margulis, Esq.
                          Duane, Morris & Heckscher LLP
                              380 Lexington Avenue

                            New York, New York 10168
                                 (212) 692-1000
                        ---------------------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of securities to      Amount to be         Proposed maximum       Proposed maximum           Amount of
be registered                registered           offering price       aggregate offering        registration
                                                   per share (2)            price (2)                 fee
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Stock, par        4,975,000 shares(1)           $1.03               $5,124,250              $1,352.80
value $0.01 per share
====================================================================================================================

(1)   Represents  4,975,000  additional  shares  reserved for issuance  upon the
      exercise of options  granted or to be granted  under the 1981 Stock Option
      Plan, as amended.

(2)   Estimated  pursuant to Rule 457(c)  solely for the purpose of  calculating
      the amount of the  registration fee and based upon the average of the high
      and low prices  per share of the common  stock,  on  October  31,  2000 as
      reported on the OTC Bulletin Board, of $1.03.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF PREVIOUS REGISTRATION STATEMENT

     Pursuant to General Instruction E to Form S-8, Interferon Sciences, Inc., a
Delaware corporation (the "Company"),  is filing this registration  statement to
include an  additional  4,975,000  shares under the 1981 Stock  Option Plan,  as
amended,  of Interferon  Sciences,  Inc. 25,000 shares (after giving effect to a
1-for-4  reverse stock split and a 1-for-5  reverse stock split) were previously
registered  by the  Company's  Registration  Statement  on Form S-8,  File.  No.
2-78431.  Pursuant  to  General  Instruction  E, the  contents  of  Registration
Statement No. 2-78431 are hereby incorporated by reference.

         Item 3.  Incorporation of Documents By Reference.
         ------   ----------------------------------------

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission by the Company, are incorporated herein by reference:

     () the Company's Annual Report on Form 10-K, as amended, for the year ended
December 31, 1999;

     () the  Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31, 2000 and June 30, 2000; and

     () the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (Registration No. 2-78431 ), as amended.

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act of 1934, as amended,
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.

         Item 4.  Description of Securities.
         ------   -------------------------

         Not applicable.

         Item 5.  Interest of Named Experts and Counsel.
         ------   -------------------------------------

         Not applicable

         Item 6.  Indemnification of Directors and Officers.
         ------   -----------------------------------------

         Under  Section  145 of the  General  Corporation  Law of the  State  of
Delaware (the  "DGCL"),  a corporation  may indemnify its  directors,  officers,
employees and agents and its former  directors,  officers,  employees and agents
and those who serve,  at the  corporation's  request,  in such  capacities  with
another  enterprise,  against expenses  (including  attorney's fees), as well as
judgments,  fines  and  settlements  in  nonderivative  lawsuits,  actually  and
reasonably  incurred  in  connection  with the  defense of any  action,  suit or
proceeding  in  which  they  or any of  them  were or are  made  parties  or are
threatened  to be made  parties by reason of their  serving or having  served in
such capacity.  The DGCL provides,  however, that such person must have acted in
good  faith  and in a  manner  he or she  reasonably  believed  to be in (or not
opposed to) the best interests of the corporation and, in the case of a criminal
action,  such  person  must have had no  reasonable  cause to believe his or her
conduct was unlawful. In addition,  the DGCL does not permit  indemnification in
an action or suit by or in the right of the  corporation,  where such person has
been adjudged liable to the corporation,  unless, and only to the extent that, a
court determines that such person fairly and reasonably is entitled to indemnity
for costs the court deems proper in light of liability  adjudication.  Indemnity
is  mandatory  to the  extent a claim,  issue or  matter  has been  successfully
defended.

         Article ELEVENTH of the Company's Certificate of Incorporation provides
that the Company will  indemnify  its  directors and officers to the full extent
permitted by law and that no director  shall be liable for  monetary  damages to
the Company or its stockholders for any breach of fiduciary duty,  except to the
extent  provided by applicable law (i) for any breach of the director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transaction from
which such director derived an improper  personal  benefit.  In addition,  under
indemnification  agreements with its directors, the Company is obligated, to the
fullest  extent  permissible  by the  DGCL,  as it  currently  exists  or may be
amended,  to indemnify  and hold  harmless its  directors,  from and against all
expense, liability and loss reasonably incurred or suffered by such directors.

         Item 7.  Exemption from Registration Claimed.
         ------   -----------------------------------

         Not applicable.

         Item 8.  Exhibits.
         ------   --------

     4(a) Restated  Certificate of  Incorporation  of the Company.  Incorporated
herein by reference to Exhibit 3B of the  Company's  Annual  Report on Form 10-K
for the year ended December 31, 1988.

     (b) Certificate of Amendment of Restated  Certificate of  Incorporation  of
the Company.  Incorporated  herein by  reference to Exhibit 3.4 of  Registration
Statement No. 33-40902.

     (c) Certificate of Amendment of Restated  Certificate of  Incorporation  of
the Company.  Incorporated  herein by  reference to Exhibit 3.2 of  Registration
Statement No. 33-40902.

     (d) Certificate of Amendment to the Restated  Certificate of  Incorporation
of the Company.  Incorporated herein by reference to Exhibit 3.4 of Registration
Statement No. 33-00845.

     (e) Certificate of Amendment to the Restated  Certificate of  Incorporation
of the Company.

     (f) By-Laws of the Company, as amended. Incorporated herein by reference to
Exhibit 3.2 of Registration Statement No. 2-7117.

     5 Opinion of Lawrence M. Gordon, Esq.

     23.1 Consent of KPMG LLP
     23.2 Consent of Lawrence M. Gordon, Esq. (included in Exhibit 5)

     24 Powers of Attorney (included on page 5).

     99 1981 Stock Option Plan, as amended, of Interferon Sciences, Inc.

         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,  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.

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  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 the 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 of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that is 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 New Brunswick,  State of New Jersey,  on November 6,
2000.

                                                     INTERFERON SCIENCES, INC.

                                                     By: /s/ Lawrence M. Gordon

                                     Lawrence M. Gordon, Chief Executive Officer

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

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Lawrence M. Gordon, Stanley G. Schutzbank, Ph.D.,
and  Samuel  H.  Ronel,   Ph.D.,   and  each  of  them,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
to act, without the other, for him and in his name, place, and stead, in any and
all  capacities,  to  sign  any  or  all  amendments  (including  post-effective
amendments) to the  Registration  Statement on Form S-8 of Interferon  Sciences,
Inc.  relating to the  offering of shares of its Common  Stock,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    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 full 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
any of them, their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
Signatures                         Title                                        Date

    /s/   Lawrence M. Gordon       Chief Executive Officer                      November 6, 2000
------------------------------
    Lawrence M. Gordon             and Director (Principal Executive
                                   Officer)

   /s/    Donald W. Anderson       Controller (Principal Accounting             November 6, 2000
-----------------------------
    Donald W. Anderson             and Financial Officer)

   /s/   Stanley G. Schutzbank     President and Director                       November 6, 2000
---------------------------------
    Stanley G. Schutzbank

   /s/    Samuel H. Ronel         Chairman of the Board                         November 6, 2000
----------------------------
    Samuel H. Ronel

 Sheldon Glashow, Ph.D.           Director                                      November __, 2000
EXHIBIT INDEX

Exhibit
Number       Exhibit

     4(a) Restated  Certificate of  Incorporation  of the Company.  Incorporated
herein by reference to Exhibit 3B of the  Company's  Annual  Report on Form 10-K
for the year ended December 31, 1988.

     (b) Certificate of Amendment of Restated  Certificate of  Incorporation  of
the Company.  Incorporated  herein by  reference to Exhibit 3.4 of  Registration
Statement No. 33-40902.

     (c) Certificate of Amendment of Restated  Certificate of  Incorporation  of
the Company.  Incorporated  herein by  reference to Exhibit 3.2 of  Registration
Statement No. 33-40902.

     (d) Certificate of Amendment to the Restated  Certificate of  Incorporation
of the Company.  Incorporated herein by reference to Exhibit 3.4 of Registration
Statement No. 33-00845.

     (e) Certificate of Amendment to the Restated  Certificate of  Incorporation
of the Company.

     (f) By-Laws of the Company, as amended. Incorporated herein by reference to
Exhibit 3.2 of Registration Statement No. 2-7117.

    5        Opinion of Lawrence M. Gordon, Esq.

    23.1     Consent of KPMG LLP

    23.2     Consent of Lawrence M. Gordon, Esq. (included in Exhibit 5)

    24       Powers of Attorney (included on page 5).

    99       1981 Stock Option Plan, as amended, of Interferon Sciences, Inc.
EXHIBIT 5

                                         [INTERFERON SCIENCES LETTERHEAD]

                                                              November 6, 2000

Interferon Sciences, Inc.
783 Jersey Avenue
New Brunswick, NJ  08901

Dear Sirs:

         I  am  General  Counsel  to  Interferon  Sciences,   Inc.,  a  Delaware
corporation  (the  "Company"),  and have  acted as such in  connection  with the
Registration  Statement on Form S-8 (the "Registration  Statement") filed by the
Company  under  the  Securities  Act of 1933,  as  amended,  and the  rules  and
regulations  thereunder (the "Act"),  relating to the  registration of 4,975,000
shares  (the  "Shares")  of Common  Stock,  par value  $0.01 per  share,  of the
Company.  The Shares are to be issued pursuant to the 1981 Stock Option Plan, as
amended, of the Company (the "Plan").

         I have  participated in the preparation of the Registration  Statement,
and have reviewed the corporate  proceedings in connection  with the adoption of
the Plan. I also have examined and relied upon originals or copies, certified or
otherwise  authenticated  to my  satisfaction,  of all such  corporate  records,
documents, agreements, and instruments relating to the Company, and certificates
of  public  officials  and of  representatives  of the  Company,  have made such
investigations  of law, and have discussed with  representatives  of the Company
and such other  persons  such  questions  of fact,  as I have deemed  proper and
necessary as a basis for the rendering of this opinion.

         Based upon, and subject to, the foregoing, I am of the opinion that the
Shares are duly authorized and, when issued and delivered in accordance with the
terms of the  Plan  against  payment  therefor,  and  assuming  compliance  with
applicable  securities  laws and no change in the  applicable  law or  pertinent
facts (including  that, after any such issuance,  the number of shares of Common
Stock  outstanding  will not exceed the number the Company is then authorized to
issue under its  Certificate of  Incorporation),  will have been validly issued,
fully paid, and non-assessable.

         I hereby  consent  to the  filing of this  opinion  as Exhibit 5 to the
Registration  Statement.  In giving the foregoing consent, I do not admit that I
am in the category of persons whose  consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission promulgated thereunder.

                                       Very truly yours,

                                       /s/ Lawrence M. Gordon
                                           Lawrence M. Gordon
                                      Chief Executive Officer, General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Interferon Sciences, Inc.

         We consent to the use of our report  incorporated  herein by  reference
and in the prospectus.

         Our report dated April 10, 2000 contains an explanatory  paragraph that
states that the Company has suffered recurring losses from operations and has an
accumulated  deficit which raise substantial doubt about its ability to continue
as a going concern.  The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of that uncertainty.

                                                                   /s/ KPMG LLP

New York, New York
November 6, 2000
This document  constitutes  part of a prospectus  covering  securities that have
been registered under the Securities Act of 1933.

         The following  information  with respect to the 1981 Stock Option Plan,
as amended (the  "Plan"),  of Interferon  Sciences,  Inc.  (the  "Company"),  is
necessarily  incomplete  and  selective  and is  qualified  in its  entirety  by
reference to the Plan, a copy of which is attached hereto as Exhibit A.

General Plan Information

         The Plan  provides  for the grant of options to purchase  shares of the
Company's Common Stock,  par value $.01 per share (the "Common Stock").  Options
under the Plan are not intended to be incentive stock options within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

         The purpose of the Plan is to aid the Company in attracting, retaining,
and motivating management key employees, directors and consultants.

         The term during which  options may be granted under the Plan expires in
February  2001. The Board of Directors of the Company may terminate the Plan or,
with certain exceptions, modify or amend the Plan.

         The Plan is not subject to any  provisions  of the Employee  Retirement
Income Security Act of 1974 nor subject to qualification under Section 401(a) of
the Code.

         The Plan is  administered  by the  Board of  Directors  or a  committee
appointed  by  the  Board  (the   "Administrator");   presently,   the  Plan  is
administered   by  the  Board  of  Directors.   The  documents  of  the  Company
incorporated by reference  herein contain  information  about the members of the
Board of  Directors  and their  material  relationships  with the Company or its
affiliates.

         Optionees  may  obtain  additional  information  about the Plan and the
Board from Lawrence M. Gordon,  Chief Executive  Officer,  Interferon  Sciences,
Inc., 783 Jersey Avenue, New Brunswick, New Jersey 08901, telephone number (732)
249-3250.

Securities to be Offered

         The  maximum  number of shares of Common  Stock that may be issued upon
exercise of options  granted under the Plan is 5,000,000,  subject to adjustment
in certain circumstances.

Persons Who May Participate in the Plan

         The Plan provides  that the class of persons  eligible to receive stock
options under the Plan is limited to officers,  key  employees,  directors,  and
consultants of the Company. The Administrator has the authority to determine the
persons to whom options shall be granted in  furtherance  of the purposes of the
Plan.

         Each option will be evidenced by a stock  option  agreement  containing
such terms as the Administrator  shall determine.  The Administrator may require
an optionee to remain in the Company's  employ as a condition to the exercise of
options,  including after exercise,  for up to one year.  Shares subject to such
restriction may be forfeited upon refund by the Company of the exercise price if
the  optionee  ceases to be employed by the Company for any reason,  and will be
held in escrow by the Company until the relevant period has lapsed.

         The  Administrator may condition any grant of options on the optionee's
consent to the cancellation of other outstanding options.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The exercise  price of options is fixed by the  Administrator,  but may
not be less than 85% of the  market  value of the  Common  Stock on the date the
option is granted.

         The  Administrator  prescribes  the date or dates on which  any  option
becomes exercisable.  The period during which an option may be exercised may not
exceed 15 years.

         Shares of Common Stock purchased upon exercise of options shall be paid
for in full at the  time of  purchase,  in  cash by  check.  Options  may not be
exercised for less than 25 shares at any one time.

Resale Restrictions

         The Administrator, in granting any option, may place such conditions on
the resale of shares as it determines.

Tax Effects of Plan Participation

         The grant of a  non-qualified  stock option (which includes all options
under the Plan) does not have immediate tax  consequences  to the Company or the
optionee.  When an optionee  exercises a  non-qualified  stock option he will be
required to include in his gross income as ordinary compensation the fair market
value on the exercise date of any shares of Common Stock received reduced by any
amount paid for such shares.

         The tax basis of the shares acquired upon exercise will be equal to the
amount of cash paid for such shares plus the amount  included in the  optionee's
income at the time of exercise of the option with respect to such shares and the
holding period of such shares will commence on the date of exercise.

         Ordinary  compensation  income realized by the optionee on the exercise
of a non-qualified stock option is subject to all payroll and withholding taxes,
including  Social  Security and Medicare  taxes.  The Company may require,  as a
condition to the  performance  of the Company's  obligation to issue or transfer
Common  Stock  upon  exercise  of an  option,  that the  optionee  pay,  or make
provision  satisfactory to the Company for the payment of, any taxes (other than
stock transfer  taxes) which the Company is obligated to collect with respect to
the issue or transfer of Common Stock upon such exercise, including any Federal,
state, or local withholding taxes.

         The Company  will be entitled  to a  deduction  for Federal  income tax
purposes at the same time and in the same  amount as the  optionee is in receipt
of income in connection with his exercise.

         Deductibility of Interest.  Interest paid by an optionee on loans taken
to finance the exercise of an option will be deductible  only to the extent that
such interest does not exceed the optionee's investment income.

         The foregoing  discussion of anticipated  Federal income tax effects of
participation  in the  Plan  is  general  in  nature  and is  based  on  current
authorities. There is no assurance that legislative or administrative changes or
court  decisions may not be forthcoming  that would  significantly  change these
expected  consequences.  Any such  changes  may or may not be  retroactive  with
respect to transactions  prior to the date of such changes.  Optionees are urged
to consult their own tax advisors for more specific and definitive  advice as to
the Federal income tax  consequences  to them of the grant and exercise of their
options and  subsequent  sales of shares of Common Stock acquired upon exercise,
and as to the application and effect of state, local, and foreign income tax and
other tax laws, which vary from jurisdiction to jurisdiction.

Transferability and Termination of Options

         No option is transferable otherwise than by will or the laws of descent
and distribution and, during the lifetime of the optionee, may be exercised only
by the optionee or by the  optionee's  guardian or legal  representative.  If an
optionee voluntarily or involuntarily leaves the employ of the Company, optionee
will  have up to 90 days  (six  months,  in the  case of  retirement  at age 65,
disability, or death) to exercise any part of an option which was exercisable on
the date such employment ceased.

                                     * * * *

         All  documents  incorporated  by  reference in Item 3 of Part II of the
Registration  Statements on Form S-8 filed by the Company in connection with the
shares of Common Stock to be issued upon exercise of options granted pursuant to
the Plans are available  without  charge upon the written or oral request to the
Company by an optionee. Such documents are also hereby incorporated by reference
herein.  Any other documents  required to be delivered to optionees  pursuant to
Rule 428(b)  promulgated  under the  Securities  Act of 1933 are also  available
without charge upon the optionee's oral or written  request to the Company.  All
such requests for  information  should be directed to Lawrence M. Gordon,  Chief
Executive Officer,  Interferon Sciences, Inc., 783 Jersey Avenue, New Brunswick,
New Jersey 08901, telephone number (732) 249-3250.

Dated:  November 6, 2000