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



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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          VIMRx PHARMACEUTICALS INC.
           (Exact name of registrant as specified in its character)


                   Delaware                                        06-1192468
(State or other jurisdiction of incorporation  (I.R.S. employer identification
               or organization)                                       no.)

            2751 Centerville Road                                    19808
                  Suite 210                                        (Zip Code)
               Little Falls II
             Wilmington, Delaware
   (Address of principal executive offices)

   Amended and Restated 1990 Incentive and Non-Incentive Stock Option Plan
                           (Full title of the plan)

                             SIDNEY TODRES, ESQ.
                         Epstain Becker & Green, P.C.
                               250 Park Avenue
                           New York, New York 10177
                   (Name and address of agent for service)

                                (212) 351-4500
        (Telephone number, including area code, of agent for service)



                       CALCULATION OF REGISTRATION FEE

Title of securtiesAmount to be  Proposed maximum   Proposed maximum   Amount of
to be registered   registered   offering price peraggregate offering reg. fee
                                    share (1)          price (1)
----------------                                                   ------------
 Common Stock,     2,311,400          $2,57           $5,940,298       $1,800
$.001 par value      shares
================ ============== ================= =============================
(1)Estimated  solely  for the  purpose  of  calculating  the  registration  fee,
pursuant to Rule 457(h),  based on (I) the weighted  average  exercise  price of
$2.40 per share with respect to the 1,737,500 shares underlying  options granted
under the Amended and Restated  1990  Incentive and  Non-Incentive  Stock Option
Plan (the "Plan") and (ii) $3.09 per share, the average of the high and low sale
prices of the Common Stock on the Nasdaq Stock Market (Small-Cap) on November 1,
1996 with  respect to the 573,900  balance of the shares  reserved  for issuance
under the Plan.




<PAGE>




PROSPECTUS

                            VIMRx PHARMACEUTICALS INC.

                          162,000 Shares of Common Stock
                                 ($.001 par value)

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


     A maximum  of 162,000  shares of Common  Stock,  $.001 par value,  of VIMRx
Pharmaceuticals  Inc.  (the  "Company")  to which this  Prospectus  relates (the
"Shares")  will be sold by F. Donald Hudson and William I. Bergman (the "Selling
Stockholders"),  former  directors  and,  with respect to Mr.  Hudson,  a former
executive  officer,  of the Company,  from time to time,  or at one time, on The
Nasdaq Stock Market at prices then prevailing,  or in negotiated transactions at
negotiated  prices, or a combination  thereof.  The Shares were purchased by the
Selling  Stockholders upon exercise of stock options granted under the Company's
Amended and Restated  1990  Incentive and  Non-Incentive  Stock Option Plan (the
"Plan"). See "Selling Stockholders."

     The Common Stock is traded on The Nasdaq Stock Market (Small-Cap) under the
symbol "VMRX".  On November 5, 1996,  the closing price of the Common Stock,  as
reported by The Nasdaq Stock Market, was $3 1/32 per share.

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

             THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
                                SEE "RISK FACTORS."

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

           THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE
             SECURITIES AND EXCHANGE  COMMISSION  NOR HAS THE COMMISSION  PASSED
             UPON  THE   ACCURACY   OR   ADEQUACY   OF  THIS   PROSPECTUS.   ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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







                 The date of this Prospectus is November 6, 1996.

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                                      1

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     No dealer,  salesman,  or any other person has been  authorized to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection  with the offering  herein  contained  and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Stockholders.  This Prospectus does not
constitute  an  offer  to  sell,  or a  solicitation  of an  offer  to buy,  the
securities  offered  hereby  in any  jurisdiction  to any  person  to whom it is
unlawful  to make  an  offer  or  solicitation.  Neither  the  delivery  of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication  that there has been no change in the facts  herein set forth  since
the date hereof.


                               AVAILABLE INFORMATION

     The  Company is subject to the  reporting  requirements  of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files periodic reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such material can be
inspected and copied at the regional  offices of the Commission at 7 World Trade
Center,  Suite 1300, New York, New York 10048, and at Citicorp Center,  500 West
Madison Street, Suite 1400, Chicago Illinois 60661-2511.  This material can also
be  inspected  and copied at and,  upon  written  request,  copies  obtained  at
prescribed  rates from, the Public  Reference  Section of the Commission at Room
1024  at  its  principal  office,  Judiciary  Plaza,  450  Fifth  Street,  N.W.,
Washington,  D.C.  20549.  Additionally,  the Company files such reports,  proxy
statements and other information  electronically with the Commission pursuant to
the EDGAR system.  The  Commission  maintains a Web site that contains  reports,
proxy and information  statements and other  information  regarding  registrants
that file pursuant to the EDGAR system. The address of the Commission's Web site
is http:/www.sec.gov.

                        DOCUMENTS INCORPORATED BY REFERENCE

     The following  documents (or portions  thereof) which have  heretofore been
filed by the Company with the Commission are hereby incorporated by reference in
this Registration Statement:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995;

     2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended 
          March 31, 1996 and June 30, 1996, respectively.

     3.   The Company's definitive Proxy Statement dated May 13, 1996 for its 
          June 20, 1996 Annual
          Meeting of Stockholders.

     4.   The Company's  Current  Reports on Form 8-K filed on January 11, 1996,
          March 25, 1996,  April 9, 1996,  April 15, 1996, April 22, 1996, April
          30,  1996 and June 12,  1996 (as  amended  on Form 8-K/A on August 15,
          1996), respectively.

     5.   The description of the Company's Common Stock contained in its
          Registration Statement on Form
          8-A (No. 0-19153) under "Item 1. Description of Registrant's 
          Securities to be Registered."

All  reports  and proxy  statements  filed by the  Company  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this  Prospectus  and prior to termination of the offering of the Shares
to which this Prospectus  relates shall likewise be deemed  incorporated  herein
and made a constituent  part hereof by reference from their  respective dates of
filing.

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<PAGE>




     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any  subsequently  filed document that is also  incorporated  by reference
herein  modifies or  replaces  such  statement.  Any  statements  so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

     Upon oral or written  request,  the Company will provide  without  charge a
copy of any document incorporated in this Prospectus by reference,  exclusive of
exhibits, to each person to whom this Prospectus is delivered. Requests for such
documents should be directed to the Chief Financial Officer of the Company, 2751
Centerville  Road,  Suite  210,  Little  Falls II,  Wilmington,  Delaware  19808
(telephone no.
302-998-1734).



                                    THE COMPANY


     This Prospectus contains  forward-looking  statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended,  which are not
historical  facts, and involve risks and  uncertainties  that could cause actual
results to differ  materially  from those expected or projected.  Such risks and
uncertainties  include, but are not limited to, the risk factors set forth under
the caption "Risk Factors" herein.

     VIMRx  Pharmaceuticals  Inc.  (the  "Company")  is  engaged  in  developing
therapeutic and related  products from (i) synthetic  hypericin  principally for
the  treatment of viral and  retroviral  diseases and (ii)  synthetic  catalytic
oligonucleotide  compounds  for  other  indications.   The  Company's  principal
product,  VIMRxyn,  is comprised of  chemically  synthesized  hypericin  and, in
laboratory  tests,  has  inhibited the infection of normal cells by human immune
deficiency  virus  ("HIV"),  the  retrovirus  responsible  for  Acquired  Immune
Deficiency Syndrome ("AIDS"). Hypericin is a natural compound found in plants of
the genus  Hypericum,  commonly  known as Saint  John's  Wort.  The  Company  is
investigating  utilizing  VIMRxyn  as  a  treatment  for  viral  and  retroviral
diseases,  including  AIDS,  and  as a  means  of  inactivating  HIV  and  other
retroviruses in blood  collected for  transfusions  under a worldwide  exclusive
license  to  commercialize  and  exploit  synthetic   hypericin   compounds  for
enumerated  purposes  acquired  from New York  University  and Yeda Research and
Development  Co.,  Ltd.,  an  Israeli  corporation  engaged  in  the  commercial
exploitation of scientific developments by scientists at a Weizmann Institute of
Science in Israel, (New York University and YEDA,  collectively,  the "Hypericin
Licensors").

     The Company has not  established  the efficacy of VIMRxyn in human clinical
trials.  In 1994, the Company  completed data analysis of Phase I/Phase II human
clinical trials sponsored by the National  Institute of Health,  (the "NIH"), to
determine  the  maximum  tolerated  dose and any side  effects  of  VIMRxyn as a
treatment for AIDS. The clinical  trials were designed to run for 24 consecutive
weeks.  Other  than two  patients  who  completed  24  non-consecutive  weeks of
treatment,  none of the remaining 25 patients  enrolled in the trials  completed
the 24-week treatment  protocol.  From the data collected,  the results showed a
favorable pharmacological profile with no major organ or hematological toxicity,
and with skin  photosensitivity as the primary dose-limiting side effect. All of
the  patients  enrolled  in  the  trials  experienced  varying  levels  of  skin
photosensitivity   and  several  experienced  non-life  threatening  acute  skin
photosensitivity which required medical treatment.

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     Between January and September 1996, human clinical trials were conducted in
Thailand by a Dutch company  retained by the Company under a protocol  submitted
with the U.S.  Food and Drug  Administration  (the  "FDA")  under the  Company's
existing   investigational  new  drug  application  to  identify  a  potentially
efficacious  lower dose of VIMRxyn,  with  minimal skin  photosensitivity,  as a
treatment for AIDS. Under the trial,  VIMRxyn was administered once daily for 28
days to 12  HIV-infected  patients at a dosage level of 0.05 mg/kg.  Such dosage
was  well-tolerated  by the patients and did not result in untoward  toxicity or
skin  photosensitivity  and, based on the  measurement  criteria used,  produced
evidence of anti-HIV activity in 10 out of the 12 patients.  The Company intends
to utilize the safety and dosage data  obtained from such trial to assist in the
design of a protocol for a Phase II human clinical trial to test the efficacy of
VIMRxyn as a treatment for AIDS.  Combination therapy, which utilizes a multiple
drug  regimen,  has become the  standard  for AIDS  treatment,  and the Phase II
trial,  anticipated  to commence in mid-1997,  will test VIMRxyn in  combination
with other drug products and will involve longer dosing regimens.

     Since 1995, the Company has continued to explore developing  hypericin as a
means  of  inactivating   viruses  and   retroviruses  in  blood  collected  for
transfusions, and has also conducted initial studies as to hypericin's potential
antiviral  effect with respect to hepatitis C virus and malignant  brain glioma.
In August 1996,  the Company  received  approval from the  Institutional  Review
Board of the University of North Dakota of its clinical protocol to test VIMRxyn
as a treatment for recurrent  malignant  brain glioma,  and in October 1996, the
Company  commenced a Phase I human clinical  trial in which 16 patients  receive
oral doses of VIMRxyn;  the Phase I clinical trial and data analysis  thereof is
anticipated to be completed by the third quarter of 1997.

     In 1995, to complement and diversify its potential  hypericin-based product
line,  the  Company  acquired  rights to  commercialize  and  exploit  synthetic
catalytic  oligonucleotide  compounds for pharmaceutical and diagnostic products
under a worldwide  exclusive  license from  Ribonetics  GmbH  ("Ribonetics"),  a
German company.  In laboratory tests, such synthetic  catalytic  oligonucleotide
compounds have  demonstrated the ability to modify messenger RNA molecules which
trigger the production of specific  disease-causing  proteins,  thereby blocking
the production of such  proteins.  VIMRx  provided  Ribonetics  with funding for
research and development  with respect to the rights  acquired  through 1995 and
acquired  Ribonetics in May 1996.  In 1995,  VIMRx  acquired  control of CambES,
Ltd., a Delaware  corporation with facilities in the United Kingdom,  whose sole
asset is technology  relating to the  development of transgenic  cell and animal
based disease models for use by the pharmaceutical and bionutrition industries.

     VIMRx is in the development  stage,  has earned no revenues from operations
and has incurred a cumulative  loss of  $28,412,689  from its inception  through
June 30, 1996 in its research and  development  activities and in conducting its
operations.


     The Company's executive offices are located at 2751 Centerville Road, Suite
210, Little Falls II, Wilmington, Delaware 19808 (telephone no. 302-998-1734)


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                                 RISK FACTORS

     An  investment  in the Shares  involves a high degree of risk.  Prospective
investors should give careful consideration, among other items, to the following
factors:

     1. Development Stage Company;  Accumulated  Deficit.  The Company is in the
development stage and has not realized any operating revenues. From commencement
of its operations in January 1987 through June 30, 1996, the Company  incurred a
cumulative loss of $28,412,689 in funding its research and development  programs
and in conducting its  operations.  Potential  investors  should be aware of the
problems,  delays,  expense and  difficulties  encountered by any company in the
development  stage,  many of which may be beyond the  Company's  control.  These
include,  but are not limited to,  unanticipated  problems and additional  costs
relating to development,  testing, regulatory compliance,  production, marketing
and  competition.  The  Company  expects  to  continue  to incur  losses for the
foreseeable  future  and  there  can  be no  assurance  that  the  Company  will
successfully  complete  the  transition  from a  development  stage  company  to
profitability.

     2. Dependence on Hypericin.  VIMRx's development efforts relate principally
to hypericin  and  structurally  related  compounds  (analogues)  and  potential
applications   thereof.   Although  the  Company  is  currently  also  exploring
non-hypericin  products for the treatment of viral and  retroviral  diseases and
proliferative  disorders,  most of the Company's resources currently are focused
on investigating  hypericin as a treatment for AIDS and AIDS-related  conditions
and as a means of inactivating  HIV and other  retroviruses and viruses in blood
collected  for  transfusions  and as a treatment  for  hepatitis C and malignant
brain  glioma,  and the  Company's  success  depends  upon the  success of these
efforts,  as to which there can be no  assurance.  VIMRx's data  analysis of the
Phase  I/Phase II human  clinical  trials  sponsored by the NIH to determine the
maximum  tolerated dose and any side effects of hypericin as a treatment of AIDS
resulted in a favorable  pharmacological  profile with no major organ  toxicity,
although acute skin  photosensitivity  was  experienced by a number of patients.
Based on the results of a trial conducted in Thailand in which a lower dosage of
VIMRxyn was utilized producing no untoward skin photosensitivity and evidence of
anti-HIV activity, the Company intends to design a protocol for a Phase II human
clinical trial to determine the efficacy of VIMRxyn as a treatment for AIDS. The
Phase II trial,  anticipated to commence in mid-1997, will involve longer dosing
regimens and will test VIMRxyn in combination  with other drug  products.  There
can be no assurance that the Phase II clinical trial will prove  successful,  or
that a more effective  and/or less costly  treatments for AIDS and  AIDS-related
conditions and of means of inactivating  HIV and other  retroviruses and viruses
in blood  collected  for  transfusions,  and of  treatments  for hepatitis C and
malignant brain glioma will not be developed by others.

     3. No Assurance of Success of  Non-Hypericin  Products.  To complement  and
diversify  its  potential  hypericin-based  product  line,  VIMRx has  initiated
investigating a number of non-hypericin  products for the treatment of viral and
retroviral  diseases and  proliferative  disorders.  Research and development in
these areas are in early stages,  and there can be no assurance  that any of the
Company's potential non-hypericin products will be successful.

     4. Government  Regulation.  The  manufacturing and marketing of therapeutic
products is subject to extensive  regulation by the FDA, as well as by state and
foreign  authorities.  Prior to the  release of  hypericin  for  marketing  as a
therapeutic product or agent, its tolerance,  safety and efficacy as a treatment
must be  established  in  human  clinical  trials  and  approval  of a new  drug
application ("NDA") obtained and, prior to its  commercialization  as a means of
inactivating  HIV and other  retroviruses  and  viruses in blood  collected  for
transfusions,  a product license  application or an NDA must be obtained.  These
are  long-term  and costly  processes as to the  successful  completion of which
there can be no assurance. Non-hypericin products for the treatment of viral and
retroviral  diseases and  proliferative  disorders are also subject to extensive
government regulation.






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     5.  Limited  Personnel  --  Reliance  on Third  Parties.  VIMRx  has  eight
full-time  U.S.  employees  and sixteen  full-time  non-U.S.  employees,  and is
substantially  dependent  upon third  parties,  with all of the risks  attendant
thereto,  to develop  additional  applications  for  hypericin,  to  manufacture
hypericin  for its needs,  including  its  requirements  for the human  clinical
trials, and to develop and produce the therapeutic formulations of hypericin for
use in such clinical trials.  VIMRx is also dependent upon third parties for the
development of non-hypericin products.


     6.  Competition.  Competition  to develop  new  therapeutics  is  extremely
intense and the search for a treatment  for AIDS is one of the highest  priority
projects  throughout the world.  Among the entities engaged in AIDS research are
governmental agencies and major pharmaceutical, chemical and biotechnology firms
with  extensive  financial  resources,   research  and  development  staffs  and
manufacturing   and  marketing   capabilities.   The  discovery  of  a  cure  or
preventative  for AIDS may render the Company's  hypericin  program for treating
AIDS obsolete or  non-competitive.  Even if the Company obtains FDA approval for
the  marketing  of  hypericin  for the  treatment  of AIDS,  the  Company has no
experience  in marketing  therapeutics  and  therefore  may be at a  competitive
disadvantage  with respect to existing or subsequently  developed  products that
are approved for marketing. In addition,  impure forms of hypericin derived from
plant  extracts  are being used as lay  treatments  for a variety of  disorders,
including AIDS. The Company is similarly subject to substantial competition from
pharmaceutical,  chemical  and  biotechnology  firms in the attempt to develop a
means of inactivating HIV and other  retroviruses and viruses in blood collected
for transfusions and with respect to its development of non- hypericin products.

     7.  Patents and  Licenses.  Although  VIMRx has been  granted an  exclusive
license  for  the  worldwide  rights  to  hypericin  for  viral  and  retroviral
applications  by the  Hypericin  Licensors  (which have been  granted  five U.S.
patents  for  anti-viral  and  anti-retroviral  applications  and  manufacturing
processes),  there can be no assurance that such patents,  or pending patents if
issued,   will  provide  adequate  protection  in  the  event  hypericin  proves
efficacious as a treatment for AIDS or as a means of inactivating  HIV and other
retroviruses and viruses in blood collected for  transfusions,  or as treatments
for hepatitis C or malignant brain glioma.  Infringement  claims may be asserted
against VIMRx and/or the Hypericin  Licensors  against which VIMRx has agreed to
indemnify the Hypericin Licensors and which, if affirmed, might require VIMRx to
acquire licenses from others.  There can be no assurance that such licenses,  if
required,  could be obtained on terms satisfactory to the Company.  In addition,
the exclusive  license  granted to the Company is subject to cancellation in the
event  VIMRx  does not  comply  with its  terms  and  conditions.  Further,  the
utilization of hypericin as a therapeutic agent for certain other  applications,
such as dermatological disorders (with which VIMRx is currently not involved but
may be in the future) is not covered by the  Company's  exclusive  license  and,
accordingly,  such applications may be exploited by others.  The Company is also
aware of patents in the United  States  and Europe and  related  pending  patent
applications  in  other  countries  held by an  unaffiliated  third  party  with
substantially  greater  resources than the Company which may be infringed by the
Company's  synthetic  catalytic  oligonucleotide  compounds,  in  which  event a
license from such third party would be required.  There can be no assurance that
the Company would be able to attain such license on reasonable terms, if at all,
which  would  materially  adversely  affect the  Company's  synthetic  catalytic
oligonucleotide compound activities.

     8. Absence of Product Liability Insurance Coverage. The testing,  marketing
and sale of  pharmaceutical  products entails a risk of product liability claims
by consumers and others and such claims may be asserted against the Company. The
Company does not maintain  product  liability  insurance  coverage  other than a
$2,000,000  product/professional  liability policy  applicable only to its human
clinical  trials,  and although it will attempt to obtain such coverage prior to
marketing any product,  there can be no assurance it will be able to obtain such
insurance at a reasonable cost or in an amount  sufficient to cover all possible
liabilities.  In the event of a successful  product  liability  suit against the
Company,  lack or  insufficiency  of  insurance  coverage  could have a material
adverse  effect on the  Company.  Further,  VIMRx is required  under its license
agreement with the Licensors to have $5,000,000 of product  liability  insurance
coverage  naming  the  Licensors  as  additional  insureds  prior  to  marketing
hypericin  (or an indemnity to the  Licensors by an entity  satisfactory  to the
Licensors).



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     9.   No Cash Dividends.  The Company does not anticipate paying cash
          dividends on its Common Stock in the foreseeable future.


                             SELLING STOCKHOLDERS


     The  following  table sets forth  certain  information  with respect to the
beneficial  ownership of the Company's Common Stock by the Selling  Stockholders
prior to and after this  offering,  assuming all of the Shares being offered are
sold:



                                                                After Offering
                                                 -----------------------------
       Name          Shares Owned          Shares                    Percent of
                Prior to Offering    Being Offered     Shares Owned Outstanding
F. Donald Hudson        150,000           150,000              0         0%
William I. Bergman      12,000             12,000              0         0%

     Messrs.  Hudson and Bergman  acquired the Shares set forth  opposite  their
names on  December  21, 1995 and  October 3, 1996,  respectively,  at $.4375 and
$1.16 per share, respectively,  upon exercise of stock options granted under the
Plan. Mr. Hudson served as President and Chief Executive  Officer of the Company
from  December 16, 1994 until August 31, 1995,  and as a director of the Company
from May 1989 until August 31,  1995.  Mr.  Bergman  served as a director of the
Company from October 1991 to June 20, 1996.


                             PLAN OF DISTRIBUTION

     All sales of Shares by the Selling  Stockholders  will be made from time to
time, or at one time, on The Nasdaq Stock Market at prices then  prevailing,  or
in negotiated transactions at negotiated prices, or a combination thereof.

     The cost of  registering  the Shares under the  Securities  Act of 1993, as
amended  (the  "Securities  Act"),  estimated  at  $12,000,  will be paid by the
Company.

     The Selling  Stockholders and any dealer  participating in the distribution
of any of the Shares or any  broker  executing  selling  orders on behalf of the
Selling  Stockholders may be deemed to be  "underwriters"  within the meaning of
the  Securities  Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions  received by any such brokers or
dealers may be deemed to be  underwriting  discounts and  commissions  under the
Securities  Act.  Furthermore,   any  broker  or  dealer  participating  in  any
distribution  of  the  Shares  will  be  required  to  deliver  a copy  of  this
Prospectus,  including a Prospectus  Supplement,  if required, to any person who
purchases any of the Shares from or through such broker or dealer.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the Shares will be sold only through registered or licensed brokers
or dealers.  In addition,  in certain states,  the Shares may not be sold unless
they have been  registered  or qualified  for sale in such state or an exemption
from such registration or qualification requirement is available and is complied
with.






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                                LEGAL MATTERS

     The  validity  of the Shares  offered  hereby is being  passed upon for the
Company by Epstein Becker & Green, P.C., New York, New York.




                                   EXPERTS

     The financial statements  incorporated in this Prospectus by reference from
the Company's  Annual  Report on Form 10-K for the year ended  December 31, 1995
have been audited by Richard A. Eisner & Company,  LLP, independent auditors, as
stated in their reports,  which are incorporated  herein by reference,  and have
been so  incorporated  in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.

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                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following  documents (or portions  thereof) which have  heretofore
been filed by VIMRx  Pharmaceuticals Inc. (the "Registrant") with the Securities
and Exchange  Commission (the "Commission") are hereby incorporated by reference
in this Registration Statement:  (i) the Registrant's Annual Report on Form 10-K
for the fiscal year ended  December 31, 1995;  (ii) the  Registrant's  Quarterly
Reports on Form 10-Q for the  quarters  ended March 31, 1996 and June 30,  1996,
respectively,  (iii) the  Registrant's  definitive Proxy Statement dated May 13,
1996 for its Annual  Meeting of  Stockholders  held on June 20,  1996;  (iv) the
Registrant's  Current  Reports on Form 8-K filed on January 11, 1996,  March 25,
1996, April 9, 1996, April 15, 1996, April 22, 1996, April 30, 1996 and June 12,
1996 (as amended on Form 8-K/A on August 15,  1996),  respectively,  and (v) the
description of the Registrant's  Common Stock, $.001 par value ("Common Stock"),
contained in the Registration Statement on Form 8-A (No. 0-19153) under "Item 1.
Description of Registrant's  Securities to be Registered." All reports and proxy
statements  filed by the  Registrant  with the  Commission  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
after  the date of this  Registration  Statement  and  prior to the  filing of a
post-effective  amendment  which  indicates that all of the shares to which this
Registration  Statement  relates have been sold or which  deregisters all of the
shares then remaining  unsold shall likewise be deemed  incorporated  herein and
made a constituent  part hereof by reference  from the  respective  dates of the
filings.


Item 4.  Description of Securities.

          Not applicable.


Item 5.  Interests of Named Experts and Counsel.

          Not applicable.


Item 6.  Indemnification of Directors and Officers.

          Section  145  of  the   Delaware   General   Corporation   Law  grants
corporations  the power to indemnify their  directors,  officers,  employees and
agents  in  accordance  with the  provisions  thereof.  Article  SEVENTH  of the
Registrant's  Amended and Restated Certificate of Incorporation and Article VII,
Section 6 of the Registrant's  By-Laws, as amended,  provide for indemnification
of the  Registrant's  directors,  officers,  agents and employees to the fullest
extent permissible under applicable law.


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                                      9

<PAGE>




Item 7.  Exemption from Registration Claimed.

          The Shares to be  reoffered  by the Selling  Stockholders  pursuant to
this  Registration  Statement  were  issued  by the  Registrant  to the  Selling
Stockholders  upon  the  Selling  Stockholders'  respective  exercises  of stock
options  under  the Plan.  Such  issuances  were  exempt  from the  registration
requirements of the Securities Act under Section 4(2) thereof.


Item 8.  Exhibits.

          The following are filed as exhibits to this Registration Statement:

 Exhibit
   No.                                   Description
    5         - Opinion of Epstein Becker & Green, P.C.
  10.11         - Copy of the  Registrant's  Amended and Restated 1990 Incentive
                and  Non-Incentive  Stock Option Plan (as amended July 15, 1991,
                August 31, 1995 and May 13, 1996)
  23(a)       - Consent of Richard A. Eisner & Company, LLP.
  23(b)       - Consent of Epstein Becker & Green, P.C. (included in Exhibit 5).
   24         - Power of Attorney (included in signature page of this 
                    Registration Statement).

Item 9.   Undertakings

          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 of 1933;

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

          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 (1)(i) and (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 by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.


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                                      10

<PAGE>



          (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 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.

          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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) 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.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act of 1933, as amended (the "Act"),  may be permitted to directors,
officers or controlling  persons of the Registrant pursuant to the provisions of
Registrant's  Restated  Certificate of Incorporation or By-Laws,  as amended, or
the provisions of the Florida 1989 Business  Corporation  Act or otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  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.



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<PAGE>



                       POWER OF ATTORNEY TO SIGN AMENDMENTS

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below does hereby  constitute and appoint Richard L. Dunning and Francis
M. O'Connell,  and each of them,  with full power to act without the other,  his
true and lawful  attorney-in-fact  and agent for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and 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 and any other regulatory authority,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  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 in order to effectuate  the same, as fully,
for 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, may lawfully do or cause to be done by virtue hereof.

                                    SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Wilmington,  State of Delaware, on this 1st day
of November, 1996.

                                        VIMRx PHARMACEUTICALS INC.

                                        By:   /s/  Richard L. Dunning_________
                                          President and Chief Executive Officer


          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities set forth and on the date indicated.


Signature                             Title                      Date
---------                             -----                      ----
 /s/ Richard L. Dunning               President and Chief ExecutiNovember 1,1996
--------------------------------------         -   -     -
Richard L. Dunning                    Officer (Principal Executive
                                      Officer)
 /s/ Donald G. Drapkin                Chairman of the Board and  November 1,1996
----------------------
Donald G. Drapkin                     Director

 /s/ Francis M. O'Connell             Chief Financial Officer(PriNovember 1,1996
--------------------------------------     -         -
Francis M. O'Connell                  Financial and Accounting
                                      Officer)
 /s/ Laurence D. Fink                 Director                   November 1,1996
--------------------------------------        -------------------
Laurence D. Fink

 /s/ Jerome Groopman, M.D.            Director                   November 1,1996
--------------------------------------        -------------------
Jerome Groopman, M.D.


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<PAGE>





 /s/ Linda G. Robinson                Director                November 1, 1996
--------------------------------------        -------------------
Linda G. Robinson
 /s/ Lindsay A. Rosenwald, M.D.       Director                 November 1, 1996
--------------------------------------        -------------------        -  -
Lindsay A. Rosenwald, M.D.

 /s/ Eric A. Rose, M.D.               Director                 November 1, 1996
--------------------------------------        -------------------
Eric A. Rose, M.D.

 /s/ Michael Weine , M.D.             Director                November 1, 1996
--------------------------------------        -------------------
Michael Weiner, M.D.



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<PAGE>



                                 INDEX TO EXHIBITS


    Exhibit                                                           Page
      No.                            Description                      Number
       5        Opinion of Epstein Becker & Green, P.C.                     15

     10.11      Copy of the Registrant's Amended and Restated 1990 Incentive and
                Non-Incentive Stock Option Plan (as amended July 15, 1991,
                August
                31, 1995 and May 13, 1996)                                  16


     23(a)      Consent of Richard A. Eisner & Company, LLP                 29


     23(b)      Consent of Epstein Becker & Green, P.C. (included in Exhibit 5).

      24        Power of Attorney (included in signature page of this 
                Registration
                Statement).


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                                      14

<PAGE>



                                                                     EXHIBIT 5



                                  (212) 351-4735


                                 November 4, 1996




The Board of Directors of
VIMRx Pharmaceuticals,  Inc.
2751 Centerville Road, Suite 210
Little Falls II
Wilmington, DE 19808


          Re:  Amended and Restated 1990 Incentive and Non-Incentive Stock 
                         Option Plan

Gentlemen:

          We have acted as counsel to VIMRx Pharmaceuticals Inc. (the "Company")
in  connection  with its  filing of a  Registration  Statement  on Form S-8 (the
"Registration  Statement")  covering  an  aggregate  of  2,311,400  shares  (the
"Shares") of the Company's  authorized shares of Common Stock,  $.001 par value,
consisting of 2,149,400 Shares (the "Unissued Shares") issuable upon exercise of
options  granted or to be granted under the Company's  Amended and Restated 1990
Incentive and Non-Incentive  Stock Option Plan (the "Plan"),  and 162,000 Shares
issued  upon  exercise  of stock  options  granted  under the Plan (the  "Issued
Shares").

          As such counsel, we have examined original copies, or copies certified
to our  satisfaction,  of the corporate  records of the Company,  agreements and
other instruments,  certificates of public officials and such other documents as
we deemed necessary as a basis for the opinion hereinafter set forth.

          On the basis of the  foregoing,  we are of the opinion that the Shares
have been validly  authorized  and that the Issued  Shares are, and the Unissued
Shares,  when issued upon due and valid  exercise of options  granted  under the
Plan will be, validly issued, fully paid and nonassessable.

          We hereby  consent to the filing of this  opinion as an exhibit to the
aforesaid Registration Statement.

                                        Very truly yours,

                                        EPSTEIN BECKER & GREEN, P.C.


                                        By: /s/ Sidney Todres
                                             Sidney Todres

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<PAGE>



                             AMENDED AND RESTATED

                       1990 INCENTIVE AND NON-INCENTIVE

                               STOCK OPTION PLAN

                                      OF

                          VIMRx PHARMACEUTICALS INC.

         (AS AMENDED JULY 15, 1991, AUGUST 31, 1995 AND MAY 13, 1996)


     1.   Purpose of Plan.

          The purpose of this  Incentive  and  Non-Incentive  Stock  Option Plan
("Plan") is to further the growth and development of VIMRx  Pharmaceuticals Inc.
("Company")  and any  subsidiaries  thereof by encouraging  selected  employees,
directors  and other  persons who  contribute  and are  expected  to  contribute
materially  to the  Company's  success to obtain a  proprietary  interest in the
Company through the ownership of stock,  thereby  providing such persons with an
added  incentive to promote the best  interests of the Company and affording the
Company a means of attracting to its service persons of outstanding ability.

     2.   Stock Subject to the Plan.

          An aggregate of 2,400,000 shares of the Company's Common Stock,  $.001
par value ("Common Stock") subject, however, to adjustment or change pursuant to
paragraph 12 hereof, shall be reserved for issuance upon the exercise of options
which may be granted from time to time in accordance with the Plan  ("Options").
Such  shares may be, in whole or in part,  as the Stock  Option  Plan  Committee
("Committee") shall from time to time determine,  authorized but unissued shares
or issued shares which have been reacquired by the Company.  If, for any reason,
an Option shall  lapse,  expire or terminate  without  having been  exercised in
full,  the  unpurchased  shares  covered  thereby  shall again be available  for
purposes of the Plan.

     3.   Administration.

          (a) The Board of Directors  shall appoint the Committee from among its
members.  Such Committee shall be composed of two or more Directors who shall be
"disinterested  persons" as defined by Regulation 240.16b-3 under the Securities
Exchange  Act of  1934,  as  amended  and  "outside  directors"  as  defined  in
regulations  under  Section  162(m) of the  Internal  Revenue  Code of 1986,  as
amended (the "Code").  Such Committee shall have and may exercise any and all of
the powers relating to the  administration  of the Plan and the grant of Options
thereunder  as are set  forth  in  subparagraph  3(b)  hereof  as the  Board  of
Directors shall confer and delegate.  The Board of Directors shall have power at
any time to fill vacancies in, to change the membership of, or to discharge such
Committee.  The  Committee  shall  select one of its members as its chairman and
shall  hold its  meetings  at such  time  and at such  places  as it shall  deem
advisable.  A majority  of such  Committee  shall  constitute  a quorum and such
majority shall  determine its action.  Any action may be taken without a meeting
by written consent of all the members of the Committee. The Committee shall keep
minutes of its  proceedings  and shall report the same to the Board of Directors
at the meeting next succeeding.

          (b) The  Committee  shall  administer  the Plan  and,  subject  to the
provisions of the Plan, shall have sole authority in its discretion to determine
the persons to whom,  and the time or times at which,  Options shall be granted,
the number of shares to be subject to each such  Option and  whether  all or any
portion of such Options shall be incentive stock options  ("Incentive  Options")
qualifying  under  Section  422A of the  Code or stock  options  which do not so
qualify  ("Non-Incentive  Options").  Both Incentive  Options and  Non-Incentive
Options may be granted to the same person at the same time provided each type of
Option is clearly designated.


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                                      16

<PAGE>



In making such determinations, the Committee may take into account the nature of
the services rendered by such persons,  their present and potential contribution
to the  Company's  success and such other  factors as the  Committee in its sole
discretion may deem relevant. Subject to the express provisions of the Plan, the
Committee  shall also have authority to interpret the Plan, to prescribe,  amend
and rescind rules and regulations  relating thereto,  to determine the terms and
provisions of the respective Option Agreements,  which shall be substantially in
the forms  attached  hereto as  Exhibit A and  Exhibit  B, and to make all other
determinations necessary or advisable for the administration of the Plan, all of
which determinations shall be conclusive and not subject to review.

     4.   Eligibility for Receipt of Options.

          (a)  Incentive  Options.  Incentive  Options  may be  granted  only to
employees (including officers) of the Company and/or any of its subsidiaries.  A
director of the Company or any  subsidiary who is not an employee of the Company
or of one of its subsidiaries is not eligible to receive Incentive Options under
the Plan.  Further,  Incentive  Options may not be granted to any person who, at
the time the  Incentive  Option is  granted,  owns (or is  considered  as owning
within the meaning of Section 425(d) of the Code) stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company or any
subsidiary  (10% Owner),  unless at the time the Incentive  Option is granted to
the 10% Owner, the option price is at least 110% of the fair market value of the
Common  Stock  subject  thereto  and such  Incentive  Option by its terms is not
exercisable subsequent to five years from the date of grant.

          (b) Non-Incentive Options. Non-Incentive Options may be granted to any
employees  (including  employees  who  have  been  granted  Incentive  Options),
directors,  consultants,  agents, independent contractors and other persons whom
the  Board  of  Directors  (or  Committee)  determines  will  contribute  to the
Company's success.

          (c) The maximum  number of shares that may be subject to options under
this Plan  granted  during any  calendar  year to any  executive  officer of the
Company is 800,000 shares.

     5.   Option Price.

          The  purchase  price of the shares of Common  Stock  under each Option
shall be determined by the Committee,  which  determination  shall be conclusive
and not subject to review, but in no event shall the purchase price be less than
100% of the fair  market  value of the Common  Stock on the date of grant in the
case of  Incentive  Options  (110% of fair market value in the case of Incentive
Options  granted to a 10% Owner) and 50% of the fair market  value of the Common
Stock on the date of the grant in the case of Non-Incentive Options.

          In  determining  fair market value,  the Committee  shall consider the
closing  price of the Common  Stock on the date the  Option is granted  (if such
Common Stock is listed on a national  securities  exchange),  the representative
closing  bid price in the  over-the-counter  market as  reported by NASDAQ or as
quoted by the National  Quotation  Bureau or a  recognized  dealer in the Common
Stock on the date of grant (if a public  market exists for such Common Stock and
such Common Stock is not listed on such an exchange)  and such other  factors as
the Committee shall deem appropriate.

          For purposes of the Plan,  the date of grant of an Option shall be the
date on which the Committee shall by resolution duly authorize such Option.

     6.   Term of Options.

          (a)  Incentive Options. The term of each Incentive Option shall be
five years from the date of grant thereof, subject to earlier termination as 
herein provided.

          (b) Non-Incentive Options. The term of each Non-Incentive Option shall
be such number of years as the  Committee  shall  determine,  subject to earlier
termination  as herein  provided,  but in no event  more than ten years from the
date such Non-Incentive Option is granted.

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                                      17

<PAGE>



     7.   Exercise of Options.

          (a) No Incentive  Option  granted under the Plan shall be  exercisable
until at least  one year  from the date of  grant.  Thereafter,  each  Incentive
Option shall be exercisable as follows:  at the end of one year from the date of
grant,  up to 25% of the total shares subject to such Option;  at the end of two
years from the date of grant, up to 50%; at the end of three years from the date
of grant,  up to 75%;  at the end of four years from the date of grant and until
termination of the Incentive Option, up to 100%. The aggregate fair market value
(determined as of the time an Incentive  Option is granted) of the shares of the
Company's Common Stock purchasable  thereunder exercisable for the first time by
an employee during any calendar year may not exceed $100,000.

          (b) Each  Non-Incentive  Option  shall be  exercisable  to the  extent
determined by the  Committee,  but in no event shall a  Non-Incentive  Option be
exercisable until at least six months from the date of grant.

          (c)  An Option may not be exercised for fractional shares of the
                Company's Common Stock.

          (d) Except as provided in  paragraphs  9, 10 and 11 hereof,  no Option
shall be  exercisable  unless the holder  thereof  shall have been an  employee,
director,  consultant, agent, independent contractor or other person employed by
or  engaged  in  performing   services  for  the  Company  and/or  a  subsidiary
continuously from the date of grant to the date of exercise.

          (e) The  exercise of an Option shall be  contingent  upon receipt from
the holder thereof of a written representation that at the time of such exercise
it is the  optionee's  then present  intention to acquire the Option  shares for
investment and not with a view to the  distribution  or resale thereof (unless a
Registration  Statement  covering the shares  purchasable  upon  exercise of the
Options  shall have been  declared  effective  by the  Securities  and  Exchange
Commission)  and upon  receipt by the Company of cash,  or a check to its order,
for the full purchase price of such shares.

          (f) The  holder  of an  Option  shall  have  none of the  rights  of a
stockholder  with respect to the shares  purchasable upon exercise of the Option
until a  certificate  for such shares  shall have been issued to the holder upon
due exercise of the Option.

          (g) The proceeds  received by the Company  upon  exercise of an Option
shall be added to the  Company's  working  capital and be available  for general
corporate purposes.

     8.   Non-Transferability of Options.

          No Option granted pursuant to the Plan shall be transferable otherwise
than  by will or the  laws of  descent  or  distribution  and an  Option  may be
exercised during the lifetime of the holder only by such holder.

     9.   Termination of Employment or Engagement.

          In the  event the  employment  of the  holder  of an  Option  shall be
terminated by the Company or a subsidiary for any reason other than by reason of
death  or  disability,   or  the  engagement  of  a  non-employee  holder  of  a
Non-Incentive  Option shall be terminated by the Company or a subsidiary for any
reason,  such holder may, within three months from the date of such termination,
exercise such Option to the extent such Option was exercisable by such holder at
the date of such termination.  Notwithstanding  the foregoing,  no Option may be
exercised subsequent to the date of its expiration. Absence on leave approved by
the employer  corporation  shall not be considered an interruption of employment
for any purpose under the Plan.

          Nothing in the Plan or in any Option Agreement granted hereunder shall
confer upon any  Optionholder any right to continue in the employ of the Company
or any  subsidiary  or obligate  the Company or any  subsidiary  to continue the
engagement  of any  Optionholder  or  interfere in any way with the right of the
Company or any such  subsidiary to terminate such  Optionholder's  employment or
engagement at any time.

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<PAGE>



     10.  Disability of Holder of Option.

          If the  employment  of the holder of an Option shall be  terminated by
reason of such holder's  disability,  such holder may, within twelve months from
the date of such termination, exercise such option to the extent such Option was
exercisable by such holder at the date of such termination.  Notwithstanding the
fore going, no Option may be exercised subsequent to the date of its expiration.

     11.  Death of Holder of Option.

          If the holder of any Option shall die while in the employ of, or while
performing  services  for,  the Company or one or more of its  subsidiaries  (or
within six months  following  termination of employment due to disability),  the
Option  theretofore  granted to such  person may be  exercised,  but only to the
extent such Option was  exercisable by the holder at the date of death (or, with
respect to employees,  the date of  termination of employment due to disability)
by the legatee or legatees of such person under such  person's  Last Will, or by
such person's personal representative or distributees, within twelve months from
the  date of death  but in no event  subsequent  to the  expiration  date of the
Option.

     12.  Adjustments Upon Changes in Capitalization.

          If at any time after the date of grant of an Option, the Company shall
by stock  dividend,  split-up,  combination,  reclassification  or exchange,  or
through merger or consolidation or otherwise,  change its shares of Common Stock
into a  different  number  or kind or class of  shares  or other  securities  or
property,  then the number of shares  covered  by such  Option and the price per
share  thereof  shall be  proportionately  adjusted  for any such  change by the
Committee whose determination thereon shall be conclusive.  Upon the dissolution
or liquidation of the Company, or upon a reorganization, merger or consolidation
of the Company as a result of which the outstanding securities of the class then
subject to Options  hereunder are changed into or exchanged for cash or property
or securities not of the Company's  issue, or upon a sale of  substantially  all
the property of the Company to, or the  acquisition of stock  representing  more
than eighty  percent  (80%) of the voting power of the stock of the Company then
outstanding by, another corporation or person, the Plan shall terminate, and all
Options theretofore granted hereunder shall terminate,  unless provision be made
in writing in connection  with such  transaction for the continuance of the Plan
or for the assumption of Options  theretofore  granted,  or the substitution for
such Options of options covering the stock of a successor employer  corporation,
or a parent or a subsidiary  thereof,  with  appropriate  adjustments  as to the
number  and kind of shares  and  prices,  in which  event  the Plan and  Options
theretofore  granted  shall  continue  in the  manner  and  under  the  terms so
provided.  The  Committee  shall have the  discretion  to provide at the time of
granting  any  Option  hereunder  that in the  event the Plan and  Options  then
outstanding  shall terminate upon the effective date of any of the  transactions
described  in the  foregoing  sentence,  the  vesting of the then  unexercisable
portion of such  holder's  Option shall be  accelerated,  in whole or in part as
determined by the Committee,  so that such holder prior to the  consummation  of
the transaction shall be entitled to exercise such Option (to the extent thereby
exercisable)  prior to  consummation  of such  transaction.  In the event that a
fraction of a share  results from an adjustment  pursuant to this  paragraph 12,
said  fraction  shall be  eliminated  and the price  per share of the  remaining
shares subject to the Option adjusted accordingly.

     13.  Vesting of Rights Under Options.

          Neither anything  contained in the Plan nor in any resolution  adopted
or to be adopted by the Committee, the Board of Directors or the stockholders of
the Company  shall  constitute  the vesting of any rights under any Option.  The
vesting of such rights  shall take place only when a written  Option  Agreement,
substan  tially in the form of the  Incentive  Stock Option  Agreement  attached
hereto as Exhibit A or the Non-Incentive  Stock Option Agreement attached hereto
as Exhibit  B,  shall be duly  executed  and  delivered  by and on behalf of the
Company and the person to whom the Option shall be granted.

     14.  Termination and Amendment.


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                                      19

<PAGE>



          The Plan, which was adopted by the Board of Directors on July 10, 1990
and approved by the shareholders of the Company, shall terminate on July 9, 2000
and no Option  shall be granted  under the Plan  after  such date.  The Board of
Directors  may at any time  prior to such date  terminate  the Plan or make such
modifica  tions or  amendments  thereto  as it shall  deem  advisable  provided,
however, that

     (i)  no change shall be made in the aggregate number of shares subject to 
          the Plan or the number of
          shares which may be optioned to any employee;

     (ii) no termination,  modification or amendment shall adversely  affect the
          rights of a holder of an Option previously granted under the Plan;

    (iii) no material modification shall be made to the requirements of 
          eligibility for participation in the Plan; and

     (iv)  no  material  increase  shall  be made in the  benefits  accruing  to
participants under the Plan.

     15.  Lock-Up.

          To the extent  requested by the managing  underwriter  in respect of a
proposed offering of securities of the Company, the holder of any securities, or
options to purchase  securities,  of the Company  shall  refrain from selling or
offering  to sell any  securities  of the  Company  within  180 days  after  the
effective date of the  registration  statement  covering such  securities of the
Company, or such lesser period as may be requested by the managing  underwriter,
provided  that at the time of such  request  the  shares of Common  Stock of the
Company  issued to such holder upon exercise of any option  granted  pursuant to
the Plan or  otherwise  and then  held by such  holder  and  those  shares  then
currently  issuable to such holder upon exercise of any option granted  pursuant
to the Plan or otherwise exceed in the aggregate 50,000 shares.

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                                      20

<PAGE>



                                                                     EXHIBIT A

                          VIMRx PHARMACEUTICALS INC.

                       INCENTIVE STOCK OPTION AGREEMENT

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

To:

          We  are  pleased  to  notify  you  that  by the  determination  of the
Incentive and Non-Incentive Stock Option Plan Committee  (hereinafter called the
"Committee") an incentive stock option to purchase shares of the Common Stock of
VIMRx  Pharmaceuticals  Inc.  (herein  called the "Company") at a price of $ per
share has this day of been granted to you under the Company's 1990 Incentive and
Non-Incentive  Stock Option Plan (herein called the "Plan").  This option may be
exercised only upon the terms and conditions set forth below.


          1.    Purpose of Option.

          The purpose of the Plan under which this  incentive  stock  option has
been  granted is to further  the growth and  development  of the Company and its
subsidiaries  by encouraging  key  employees,  directors,  consultants,  agents,
independent  contractors  and other persons who  contribute  and are expected to
contribute  materially to the Company's success to obtain a proprietary interest
in the Company  through the ownership of stock,  thereby  providing such persons
with an added  incentive  to promote  the best  interests  of the  Company,  and
affording  the  Company  a  means  of  attracting  to  its  service  persons  of
outstanding ability.


          2.   Acceptance of Option Agreement.

          Your execution of this incentive stock option  agreement will indicate
your acceptance of and your  willingness to be bound by its terms; it imposes no
obligation  upon you to purchase any of the shares  subject to the option.  Your
obligation to purchase shares can arise only upon your exercise of the option in
the manner set forth in paragraph 4 hereof.


          3.   When Option May Be Exercised.

          (a) The option granted you hereunder may not be exercised for a period
of one year from the date of its  grant by the  Committee  as set  forth  above.
Thereafter, this option shall be exercisable as follows:

               (i)       at the end of one year from the date of grant, up to 
                         25% of the total shares
                         subject to the option;

               (ii)      at the end of the second year from the date of grant, 
                         up to 50%;

               (iii)     at the end of the third year from the date of grant, 
                         up to 75%;

               (iv)      at the end of the fourth year from the date of grant,
                          up to 100%.

This  option may not be  exercised  for less than ten shares at any one time (or
the remaining  shares then  purchasable if less than ten) and expires at the end
of five years from the date of grant whether or not it has been duly  exercised,
unless sooner terminated as provided in paragraphs 5, 6 or 7 hereof.


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                                      21

<PAGE>



          4.   How Option May Be Exercised.

          This  option  is  exercisable  by a written  notice  signed by you and
delivered to the Company at its executive  offices,  signifying your election to
exercise the option.  The notice must state the number of shares of Common Stock
as to which your option is being exercised,  must contain a statement by you (in
a form acceptable to the Company) that such shares are being acquired by you for
investment  and not  with a view to  their  distribution  or  resale  (unless  a
Registration  Statement  covering  the  shares  purchasable  has  been  declared
effective by the Securities and Exchange  Commission) and must be accompanied by
cash or a check to the order of the Company for the full  purchase  price of the
shares being purchased.

          If  notice  of the  exercise  of this  option  is given by a person or
persons other than you, the Company may require,  as a condition to the exercise
of this option,  the submission to the Company of appropriate proof of the right
of such person or persons to exercise this option.

          Certificates  for  shares of the  Common  Stock so  purchased  will be
issued as soon as practicable.  The Company,  however,  shall not be required to
issue or deliver a  certificate  for any shares until it has  complied  with all
requirements of the Securities Act of 1933, the Securities Exchange Act of 1934,
any stock  exchange on which the  Company's  Common Stock may then be listed and
all applicable state laws in connection with the issuance or sale of such shares
or the  listing  of such  shares on said  exchange.  Until the  issuance  of the
certification  for such  shares,  you or such other person as may be entitled to
exercise this option shall have none of the rights of a stockholder with respect
to shares subject to this option.


          5.   Termination of Employment.

          If your  employment  with the  Company  (or a  subsidiary  thereof) is
terminated for any reason other than by death or  disability,  you may exercise,
within  three  months  from the date of such  termination,  that  portion of the
option which was exercisable by you at the date of such  termination,  provided,
however,  that such exercise  occurs within five years from the date this option
was granted to you.


          6.   Disability.

          If your  employment  with the  Company  (or a  subsidiary  thereof) is
terminated by reason of your disability,  you may exercise, within twelve months
from the  date of such  termination,  that  portion  of this  option  which  was
exercisable by you at the date of such termination, provided, however, that such
exercise occurs within five years from the date this option was granted to you.


          7.   Death.

          If you die while employed by the Company (or a subsidiary  thereof) or
within six months after  termination of your employment due to disability,  that
portion of this option  which was  exercisable  by you at the date of your death
may be  exercised  by your  legatee or  legatees  under  your  Will,  or by your
personal representatives or distributees,  within twelve months from the date of
your  death,  but in no event  after five  years  from the date this  option was
granted to you.


          8.   Non-Transferability of Option.

          This option  shall not be  transferable  except by Will or the laws of
descent and distribution, and may be exercised during your lifetime only by you.



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                                      22

<PAGE>



          9.   Adjustments upon Changes in Capitalization.

          If at any time  after the date of grant of this  option,  the  Company
shall, by stock dividend, split-up,  combination,  reclassification or exchange,
or through merger or  consolidation,  or otherwise,  change its shares of Common
Stock into a different  number or kind or class of shares or other securities or
property, then the number of shares covered by this option and the price of each
such  share  shall  be  proportionately  adjusted  for any  such  change  by the
Committee,  whose  determination  shall be conclusive.  Upon the  dissolution or
liquidation of the Company, or upon a reorganization, merger or consolidation of
the Company as a result of which the  outstanding  securities  of the class then
subject to options  hereunder are changed into or exchanged for cash or property
or securities not of the Company's  issue, or upon a sale of  substantially  all
the property of the Company to, or the  acquisition of stock  representing  more
than eighty  percent  (80%) of the voting power of the stock of the Company then
outstanding  by,  another  corporation or person,  this option shall  terminate,
unless  provision be made in writing in connection with such transaction for the
continuance  of the  assumption  of this option,  or the  substitution  for this
option of an option covering the stock of a successor employer corporation, or a
parent or a subsidiary  thereof,  with appropriate  adjustments as to the number
and kind of shares and purchase price, in which event this option shall continue
in the  manner and under the terms set forth  herein.  Any  fraction  of a share
resulting from any adjustment shall be eliminated and the price per share of the
remaining shares subject to this option adjusted accordingly.


     10.  Lock-Up.

          To the extent  requested by the managing  underwriter  in respect of a
proposed  offering of securities of the Company,  you shall refrain from selling
or offering  to sell any  securities  of the  Company  within 180 days after the
effective  date of the  registration  statement  covering such  securites of the
Company,  or  such  lesser  period  as  may  be so  requested  by  the  managing
underwriter,  provided  that at the time of such  request  the  shares of Common
Stock of the Company issued upon exercise of this option or any other option and
then held by you and those shares then  currently  issuable to you upon exercise
of this option or any other option exceed in the aggregate 50,000 shares.




AEC0510A.W51

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                                      23

<PAGE>



          11.  Subject to Terms of the Plan.

          This incentive stock option agreement shall be subject in all respects
to the terms and  conditions  of the Plan and in the  event of any  question  or
controversy  relating to the terms of the Plan,  the  decision of the  Committee
shall be conclusive.

                              Sincerely yours,

                              VIMRx PHARMACEUTICALS INC.



                              By:
                                 President


Agreed to and accepted this
      day of          , 199 .



Signature of Optionee

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AEC04578.W51
                                      24

<PAGE>



                                    EXHIBIT B

                          VIMRx PHARMACEUTICALS INC.

                     NON-INCENTIVE STOCK OPTION AGREEMENT

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

To:

          We  are  pleased  to  notify  you  that  by the  determination  of the
Incentive  and  Non-Incentive  Stock Option Plan  Committee  (herein  called the
"Committee") a non-incentive stock option to purchase shares of the Common Stock
of VIMRx  Pharmaceuticals Inc. (herein called the "Company") at a price of $ per
share has this day of been granted to you under the Company's 1990 Incentive and
Non-Incentive  Stock Option Plan (herein called the "Plan").  This option may be
exercised only upon the terms and conditions set forth below.


          1.   Purpose of Option.

          The purpose of the Plan under which this  non-incentive  stock  option
has been granted is to further the growth and development of the Company and its
subsidiaries  by encouraging  key  employees,  directors,  consultants,  agents,
independent  contractors  and other persons who  contribute  and are expected to
contribute  materially to the Company's success to obtain a proprietary interest
in the Company  through the ownership of stock,  thereby  providing such persons
with an added  incentive  to promote  the best  interests  of the  Company,  and
affording  the  Company  a  means  of  attracting  to  its  service  persons  of
outstanding ability.


          2.   Acceptance of Option Agreement.

          Your  execution  of this  non-incentive  stock option  agreement  will
indicate your  acceptance of and your  willingness to be bound by its terms;  it
imposes no  obligation  upon you to  purchase  any of the shares  subject to the
Option.  Your obligation to purchase shares can arise only upon your exercise of
the Option in the manner set forth in paragraph 4 hereof.


          3.   When Option May Be Exercised.

          The option granted you hereunder shall be exercisable as follows: [set
forth terms and expiration  date of Option,  but in no event shall the Option be
exercisable until at least six months from the date of grant].

          This option may not be  exercised  for less than ten shares at any one
time (or the remaining  shares then purchasable if less than ten) and expires at
the end of five  years  from the date of grant  whether  or not it has been duly
exercised, unless sooner terminated as provided in paragraphs 5, 6 or 7 hereof.


          4.   How Option May Be Exercised.

          This  option  is  exercisable  by a written  notice  signed by you and
delivered to the Company at its executive  offices,  signifying your election to
exercise the option.  The notice must state the number of shares of Common Stock
as to which your option is being exercised,  must contain a statement by you (in
a form acceptable to the Company) that such shares are being acquired by you for
investment  and not  with a view to  their  distribution  or  resale  (unless  a
Registration Statement covering the shares purchased has been declared effective

AEC0510A.W51

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                                      1

<PAGE>



by the Securities and Exchange  Commission) and must be accompanied by cash or a
check to the order of the  Company  for the full  purchase  price of the  shares
being purchased, plus such amount, if any, as is required for withholding taxes.

          If  notice  of the  exercise  of this  option  is given by a person or
persons other than you, the Company may require,  as a condition to the exercise
of this option,  the submission to the Company of appropriate proof of the right
of such person or persons to exercise this option.

          Certificates  for  shares of the  Common  Stock so  purchased  will be
issued as soon as practicable.  The Company,  however,  shall not be required to
issue or deliver a  certificate  for any shares until it has  complied  with all
requirements of the Securities Act of 1933, the Securities Exchange Act of 1934,
any stock  exchange on which the  Company's  Common Stock may then be listed and
all applicable state laws in connection with the issuance or sale of such shares
or the  listing  of such  shares on said  exchange.  Until the  issuance  of the
certificate  for such  shares,  you or such other  person as may be  entitled to
exercise this option shall have none of the rights of a stockholder with respect
to shares subject to this option.


          5.   Termination of Employment or Engagement.

          If your  employment  with the  Company  (or a  subsidiary  thereof) is
terminated  for  any  reason  other  than  by  death  or  disability,  or  if  a
non-employee  your engagement by the Company (or a subsidiary) is terminated for
any  reason,  you may  exercise,  within  three  months  from  the  date of such
termination,  that  portion of this option which was  exercisable  by you at the
date of such termination,  provided, however, that such exercise occurs prior to
the expiration date of this option set forth in paragraph 3 hereof.


          6.   Disability.

          If your  employment  with the  Company  (or a  subsidiary  thereof) is
terminated by reason of your disability,  you may exercise, within twelve months
from the  date of such  termination,  that  portion  of this  option  which  was
exercisable by you at the date of such termination, provided, however, that such
exercise  occurs  prior  to the  expiration  date of this  option  set  forth in
paragraph 3 hereof.


          7.   Death.

          If you die while employed by the Company (or a subsidiary  thereof) or
within six months after  termination of your employment due to disability,  that
portion of this option  which was  exercisable  by you at the date of your death
may be  exercised  by your  legatee or  legatees  under  your  Will,  or by your
personal representatives or distributees,  within twelve months from the date of
your death, but in no event after the expiration date of this option.


          8.   Non-Transferability of Option.

          This option  shall not be  transferable  except by Will or the laws of
descent and distribution, and may be exercised during your lifetime only by you.


          9.   Adjustments upon Changes in Capitalization.

          If at any time  after the date of grant of this  option,  the  Company
shall, by stock dividend, split-up,  combination,  reclassification or exchange,
or through merger or  consolidation,  or otherwise,  change its shares of Common
Stock into a different  number or kind or class of shares or other securities or
property, then the

AEC0510A.W51

AEC04578.W51
                                      26

<PAGE>



number of shares  covered by this  option and the price of each such share shall
be  proportionately  adjusted  for  any  such  change  by the  Committee,  whose
determination  shall be conclusive.  Upon the  dissolution or liquidation of the
Company,  or upon a reorganization,  merger or consolidation of the Company as a
result of which the outstanding  securities of the class then subject to options
hereunder are changed into or exchanged  for cash or property or securities  not
of the Company's issue, or upon a sale of substantially  all the property of the
Company to, or the  acquisition of stock  representing  more than eighty percent
(80%) of the  voting  power of the stock of the  Company  then  outstanding  by,
another corporation or person, this option shall terminate,  unless provision be
made in writing in connection  with such  transaction for the continuance of the
assumption  of this  option,  or the  substitution  for this option of an option
covering  the  stock of a  successor  employer  corporation,  or a  parent  or a
subsidiary  thereof,  with appropriate  adjustments as to the number and kind of
shares and  purchase  price,  in which event this option  shall  continue in the
manner and under the terms set forth herein.  Any fraction of a share  resulting
from any adjustment shall be eliminated and the price per share of the remaining
shares subject to this option adjusted accordingly.


     10.  Lock-Up.

          To the extent  requested by the managing  underwriter  in respect of a
proposed  offering of securities of the Company,  you shall refrain from selling
or offering  to sell any  securities  of the  Company  within 180 days after the
effective  date of the  registration  statement  covering such  securites of the
Company,  or  such  lesser  period  as  may  be so  requested  by  the  managing
underwriter,  provided  that at the time of such  request  the  shares of Common
Stock of the Company issued upon exercise of this option or any other option and
then held by you and those shares then  currently  issuable to you upon exercise
of this option or any other option exceed in the aggregate 50,000 shares.


          11.  Subject to Terms of the Plan.

          This  non-incentive  stock  option  agreement  shall be subject in all
respects  to the  terms  and  conditions  of the  Plan  and in the  event of any
question or  controversy  relating to the terms of the Plan, the decision of the
Committee shall be conclusive.

          12.  Tax Status.

          This option does not qualify as an "incentive  stock option" under the
provisions of Section 422A of the Internal Revenue Code of 1986, as amended, and
the income tax implications

AEC0510A.W51

AEC04578.W51
                                      27

<PAGE>



of your receipt of a  non-incentive  stock  option and your  exercise of such an
option should be discussed with your tax counsel.

                              Sincerely yours,

                              VIMRx PHARMACEUTICALS INC.


                              By:
                                  President


Agreed to and accepted this
     day of          , 199 .



Signature of Optionee



AGD00AA3




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AEC04578.W51
                                      28

<PAGE>


EXHIBIT 23(a)






                          CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the registration  statement
on Form S-8 of VIMRx  Pharmaceuticals  Inc. and subsidiaries  (the "Company") of
our report  dated  January 3, 1996 (with  respect to the last  paragraph of Note
3[b],  January  26,  1996 and with  respect  to Note 10 [b],  February  2, 1996)
relating to the  consolidated  balance  sheets of the Company as of December 31,
1995  and  December  31,  1994  and  the  related  consolidated   statements  of
operations, changes in shareholders' equity and cash flows for each of the years
in the three-year  period ended December 31, 1995 and the amounts for such years
included in the period  December  30, 1986  (inception)  to December  31,  1995,
included in the  Company's  annual report on Form 10-K for the fiscal year ended
December  31,  1995.  We also  consent  to the  reference  to our firm under the
caption "Experts" in the prospectus.


RICHARD A. EISNER & COMPANY, LLP

New York, New York
November 1, 1996



AEC0510A.W51

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                                      29

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S8", "secsgml_size_bytes": 85156}]
{"company-data": {"conformed-name": "VIMRX PHARMACEUTICALS INC", "cik": "0000864009", "assigned-sic": "2834", "irs-number": "061192468", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15693", "film-number": "96655609"}, "business-address": {"street1": "1200 HIGH RIDGE RD", "city": "STAMFORD", "state": "CT", "zip": "06905-1202", "phone": "2033290811"}, "mail-address": {"street1": "1200 HIGH RIDGE RD", "city": "STAMFORD", "state": "CT", "zip": "06905"}}
Registration No. 333-
==============================================================================

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          VIMRx PHARMACEUTICALS INC.
           (Exact name of registrant as specified in its character)

                   Delaware                                        06-1192468
(State or other jurisdiction of incorporation  (I.R.S. employer identification
               or organization)                                       no.)

            2751 Centerville Road                                    19808
                  Suite 210                                        (Zip Code)
               Little Falls II
             Wilmington, Delaware
   (Address of principal executive offices)

   Amended and Restated 1990 Incentive and Non-Incentive Stock Option Plan
                           (Full title of the plan)

                             SIDNEY TODRES, ESQ.
                         Epstain Becker & Green, P.C.
                               250 Park Avenue
                           New York, New York 10177
                   (Name and address of agent for service)

                                (212) 351-4500
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

Title of securtiesAmount to be  Proposed maximum   Proposed maximum   Amount of
to be registered   registered   offering price peraggregate offering reg. fee
                                    share (1)          price (1)
----------------                                                   ------------
 Common Stock,     2,311,400          $2,57           $5,940,298       $1,800
$.001 par value      shares
================ ============== ================= =============================
(1)Estimated  solely  for the  purpose  of  calculating  the  registration  fee,
pursuant to Rule 457(h),  based on (I) the weighted  average  exercise  price of
$2.40 per share with respect to the 1,737,500 shares underlying  options granted
under the Amended and Restated  1990  Incentive and  Non-Incentive  Stock Option
Plan (the "Plan") and (ii) $3.09 per share, the average of the high and low sale
prices of the Common Stock on the Nasdaq Stock Market (Small-Cap) on November 1,
1996 with  respect to the 573,900  balance of the shares  reserved  for issuance
under the Plan.
PROSPECTUS

                            VIMRx PHARMACEUTICALS INC.

                          162,000 Shares of Common Stock
                                 ($.001 par value)

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

     A maximum  of 162,000  shares of Common  Stock,  $.001 par value,  of VIMRx
Pharmaceuticals  Inc.  (the  "Company")  to which this  Prospectus  relates (the
"Shares")  will be sold by F. Donald Hudson and William I. Bergman (the "Selling
Stockholders"),  former  directors  and,  with respect to Mr.  Hudson,  a former
executive  officer,  of the Company,  from time to time,  or at one time, on The
Nasdaq Stock Market at prices then prevailing,  or in negotiated transactions at
negotiated  prices, or a combination  thereof.  The Shares were purchased by the
Selling  Stockholders upon exercise of stock options granted under the Company's
Amended and Restated  1990  Incentive and  Non-Incentive  Stock Option Plan (the
"Plan"). See "Selling Stockholders."

     The Common Stock is traded on The Nasdaq Stock Market (Small-Cap) under the
symbol "VMRX".  On November 5, 1996,  the closing price of the Common Stock,  as
reported by The Nasdaq Stock Market, was $3 1/32 per share.

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

             THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
                                SEE "RISK FACTORS."

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

           THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE
             SECURITIES AND EXCHANGE  COMMISSION  NOR HAS THE COMMISSION  PASSED
             UPON  THE   ACCURACY   OR   ADEQUACY   OF  THIS   PROSPECTUS.   ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                 The date of this Prospectus is November 6, 1996.

AEC0510A.W51

                                      1
No dealer,  salesman,  or any other person has been  authorized to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection  with the offering  herein  contained  and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Stockholders.  This Prospectus does not
constitute  an  offer  to  sell,  or a  solicitation  of an  offer  to buy,  the
securities  offered  hereby  in any  jurisdiction  to any  person  to whom it is
unlawful  to make  an  offer  or  solicitation.  Neither  the  delivery  of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication  that there has been no change in the facts  herein set forth  since
the date hereof.

                               AVAILABLE INFORMATION

     The  Company is subject to the  reporting  requirements  of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files periodic reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such material can be
inspected and copied at the regional  offices of the Commission at 7 World Trade
Center,  Suite 1300, New York, New York 10048, and at Citicorp Center,  500 West
Madison Street, Suite 1400, Chicago Illinois 60661-2511.  This material can also
be  inspected  and copied at and,  upon  written  request,  copies  obtained  at
prescribed  rates from, the Public  Reference  Section of the Commission at Room
1024  at  its  principal  office,  Judiciary  Plaza,  450  Fifth  Street,  N.W.,
Washington,  D.C.  20549.  Additionally,  the Company files such reports,  proxy
statements and other information  electronically with the Commission pursuant to
the EDGAR system.  The  Commission  maintains a Web site that contains  reports,
proxy and information  statements and other  information  regarding  registrants
that file pursuant to the EDGAR system. The address of the Commission's Web site
is http:/www.sec.gov.

                        DOCUMENTS INCORPORATED BY REFERENCE

     The following  documents (or portions  thereof) which have  heretofore been
filed by the Company with the Commission are hereby incorporated by reference in
this Registration Statement:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995;

     2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended 
          March 31, 1996 and June 30, 1996, respectively.

     3.   The Company's definitive Proxy Statement dated May 13, 1996 for its 
          June 20, 1996 Annual
          Meeting of Stockholders.

     4.   The Company's  Current  Reports on Form 8-K filed on January 11, 1996,
          March 25, 1996,  April 9, 1996,  April 15, 1996, April 22, 1996, April
          30,  1996 and June 12,  1996 (as  amended  on Form 8-K/A on August 15,
          1996), respectively.

     5.   The description of the Company's Common Stock contained in its
          Registration Statement on Form
          8-A (No. 0-19153) under "Item 1. Description of Registrant's 
          Securities to be Registered."

All  reports  and proxy  statements  filed by the  Company  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this  Prospectus  and prior to termination of the offering of the Shares
to which this Prospectus  relates shall likewise be deemed  incorporated  herein
and made a constituent  part hereof by reference from their  respective dates of
filing.

AEC0510A.W51

                                      2
Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any  subsequently  filed document that is also  incorporated  by reference
herein  modifies or  replaces  such  statement.  Any  statements  so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

     Upon oral or written  request,  the Company will provide  without  charge a
copy of any document incorporated in this Prospectus by reference,  exclusive of
exhibits, to each person to whom this Prospectus is delivered. Requests for such
documents should be directed to the Chief Financial Officer of the Company, 2751
Centerville  Road,  Suite  210,  Little  Falls II,  Wilmington,  Delaware  19808
(telephone no.
302-998-1734).

                                    THE COMPANY

     This Prospectus contains  forward-looking  statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended,  which are not
historical  facts, and involve risks and  uncertainties  that could cause actual
results to differ  materially  from those expected or projected.  Such risks and
uncertainties  include, but are not limited to, the risk factors set forth under
the caption "Risk Factors" herein.

     VIMRx  Pharmaceuticals  Inc.  (the  "Company")  is  engaged  in  developing
therapeutic and related  products from (i) synthetic  hypericin  principally for
the  treatment of viral and  retroviral  diseases and (ii)  synthetic  catalytic
oligonucleotide  compounds  for  other  indications.   The  Company's  principal
product,  VIMRxyn,  is comprised of  chemically  synthesized  hypericin  and, in
laboratory  tests,  has  inhibited the infection of normal cells by human immune
deficiency  virus  ("HIV"),  the  retrovirus  responsible  for  Acquired  Immune
Deficiency Syndrome ("AIDS"). Hypericin is a natural compound found in plants of
the genus  Hypericum,  commonly  known as Saint  John's  Wort.  The  Company  is
investigating  utilizing  VIMRxyn  as  a  treatment  for  viral  and  retroviral
diseases,  including  AIDS,  and  as a  means  of  inactivating  HIV  and  other
retroviruses in blood  collected for  transfusions  under a worldwide  exclusive
license  to  commercialize  and  exploit  synthetic   hypericin   compounds  for
enumerated  purposes  acquired  from New York  University  and Yeda Research and
Development  Co.,  Ltd.,  an  Israeli  corporation  engaged  in  the  commercial
exploitation of scientific developments by scientists at a Weizmann Institute of
Science in Israel, (New York University and YEDA,  collectively,  the "Hypericin
Licensors").

     The Company has not  established  the efficacy of VIMRxyn in human clinical
trials.  In 1994, the Company  completed data analysis of Phase I/Phase II human
clinical trials sponsored by the National  Institute of Health,  (the "NIH"), to
determine  the  maximum  tolerated  dose and any side  effects  of  VIMRxyn as a
treatment for AIDS. The clinical  trials were designed to run for 24 consecutive
weeks.  Other  than two  patients  who  completed  24  non-consecutive  weeks of
treatment,  none of the remaining 25 patients  enrolled in the trials  completed
the 24-week treatment  protocol.  From the data collected,  the results showed a
favorable pharmacological profile with no major organ or hematological toxicity,
and with skin  photosensitivity as the primary dose-limiting side effect. All of
the  patients  enrolled  in  the  trials  experienced  varying  levels  of  skin
photosensitivity   and  several  experienced  non-life  threatening  acute  skin
photosensitivity which required medical treatment.

AEC0510A.W51

                                      3
Between January and September 1996, human clinical trials were conducted in
Thailand by a Dutch company  retained by the Company under a protocol  submitted
with the U.S.  Food and Drug  Administration  (the  "FDA")  under the  Company's
existing   investigational  new  drug  application  to  identify  a  potentially
efficacious  lower dose of VIMRxyn,  with  minimal skin  photosensitivity,  as a
treatment for AIDS. Under the trial,  VIMRxyn was administered once daily for 28
days to 12  HIV-infected  patients at a dosage level of 0.05 mg/kg.  Such dosage
was  well-tolerated  by the patients and did not result in untoward  toxicity or
skin  photosensitivity  and, based on the  measurement  criteria used,  produced
evidence of anti-HIV activity in 10 out of the 12 patients.  The Company intends
to utilize the safety and dosage data  obtained from such trial to assist in the
design of a protocol for a Phase II human clinical trial to test the efficacy of
VIMRxyn as a treatment for AIDS.  Combination therapy, which utilizes a multiple
drug  regimen,  has become the  standard  for AIDS  treatment,  and the Phase II
trial,  anticipated  to commence in mid-1997,  will test VIMRxyn in  combination
with other drug products and will involve longer dosing regimens.

     Since 1995, the Company has continued to explore developing  hypericin as a
means  of  inactivating   viruses  and   retroviruses  in  blood  collected  for
transfusions, and has also conducted initial studies as to hypericin's potential
antiviral  effect with respect to hepatitis C virus and malignant  brain glioma.
In August 1996,  the Company  received  approval from the  Institutional  Review
Board of the University of North Dakota of its clinical protocol to test VIMRxyn
as a treatment for recurrent  malignant  brain glioma,  and in October 1996, the
Company  commenced a Phase I human clinical  trial in which 16 patients  receive
oral doses of VIMRxyn;  the Phase I clinical trial and data analysis  thereof is
anticipated to be completed by the third quarter of 1997.

     In 1995, to complement and diversify its potential  hypericin-based product
line,  the  Company  acquired  rights to  commercialize  and  exploit  synthetic
catalytic  oligonucleotide  compounds for pharmaceutical and diagnostic products
under a worldwide  exclusive  license from  Ribonetics  GmbH  ("Ribonetics"),  a
German company.  In laboratory tests, such synthetic  catalytic  oligonucleotide
compounds have  demonstrated the ability to modify messenger RNA molecules which
trigger the production of specific  disease-causing  proteins,  thereby blocking
the production of such  proteins.  VIMRx  provided  Ribonetics  with funding for
research and development  with respect to the rights  acquired  through 1995 and
acquired  Ribonetics in May 1996.  In 1995,  VIMRx  acquired  control of CambES,
Ltd., a Delaware  corporation with facilities in the United Kingdom,  whose sole
asset is technology  relating to the  development of transgenic  cell and animal
based disease models for use by the pharmaceutical and bionutrition industries.

     VIMRx is in the development  stage,  has earned no revenues from operations
and has incurred a cumulative  loss of  $28,412,689  from its inception  through
June 30, 1996 in its research and  development  activities and in conducting its
operations.

     The Company's executive offices are located at 2751 Centerville Road, Suite
210, Little Falls II, Wilmington, Delaware 19808 (telephone no. 302-998-1734)

AEC0510A.W51

                                      4
RISK FACTORS

     An  investment  in the Shares  involves a high degree of risk.  Prospective
investors should give careful consideration, among other items, to the following
factors:

     1. Development Stage Company;  Accumulated  Deficit.  The Company is in the
development stage and has not realized any operating revenues. From commencement
of its operations in January 1987 through June 30, 1996, the Company  incurred a
cumulative loss of $28,412,689 in funding its research and development  programs
and in conducting its  operations.  Potential  investors  should be aware of the
problems,  delays,  expense and  difficulties  encountered by any company in the
development  stage,  many of which may be beyond the  Company's  control.  These
include,  but are not limited to,  unanticipated  problems and additional  costs
relating to development,  testing, regulatory compliance,  production, marketing
and  competition.  The  Company  expects  to  continue  to incur  losses for the
foreseeable  future  and  there  can  be no  assurance  that  the  Company  will
successfully  complete  the  transition  from a  development  stage  company  to
profitability.

     2. Dependence on Hypericin.  VIMRx's development efforts relate principally
to hypericin  and  structurally  related  compounds  (analogues)  and  potential
applications   thereof.   Although  the  Company  is  currently  also  exploring
non-hypericin  products for the treatment of viral and  retroviral  diseases and
proliferative  disorders,  most of the Company's resources currently are focused
on investigating  hypericin as a treatment for AIDS and AIDS-related  conditions
and as a means of inactivating  HIV and other  retroviruses and viruses in blood
collected  for  transfusions  and as a treatment  for  hepatitis C and malignant
brain  glioma,  and the  Company's  success  depends  upon the  success of these
efforts,  as to which there can be no  assurance.  VIMRx's data  analysis of the
Phase  I/Phase II human  clinical  trials  sponsored by the NIH to determine the
maximum  tolerated dose and any side effects of hypericin as a treatment of AIDS
resulted in a favorable  pharmacological  profile with no major organ  toxicity,
although acute skin  photosensitivity  was  experienced by a number of patients.
Based on the results of a trial conducted in Thailand in which a lower dosage of
VIMRxyn was utilized producing no untoward skin photosensitivity and evidence of
anti-HIV activity, the Company intends to design a protocol for a Phase II human
clinical trial to determine the efficacy of VIMRxyn as a treatment for AIDS. The
Phase II trial,  anticipated to commence in mid-1997, will involve longer dosing
regimens and will test VIMRxyn in combination  with other drug  products.  There
can be no assurance that the Phase II clinical trial will prove  successful,  or
that a more effective  and/or less costly  treatments for AIDS and  AIDS-related
conditions and of means of inactivating  HIV and other  retroviruses and viruses
in blood  collected  for  transfusions,  and of  treatments  for hepatitis C and
malignant brain glioma will not be developed by others.

     3. No Assurance of Success of  Non-Hypericin  Products.  To complement  and
diversify  its  potential  hypericin-based  product  line,  VIMRx has  initiated
investigating a number of non-hypericin  products for the treatment of viral and
retroviral  diseases and  proliferative  disorders.  Research and development in
these areas are in early stages,  and there can be no assurance  that any of the
Company's potential non-hypericin products will be successful.

     4. Government  Regulation.  The  manufacturing and marketing of therapeutic
products is subject to extensive  regulation by the FDA, as well as by state and
foreign  authorities.  Prior to the  release of  hypericin  for  marketing  as a
therapeutic product or agent, its tolerance,  safety and efficacy as a treatment
must be  established  in  human  clinical  trials  and  approval  of a new  drug
application ("NDA") obtained and, prior to its  commercialization  as a means of
inactivating  HIV and other  retroviruses  and  viruses in blood  collected  for
transfusions,  a product license  application or an NDA must be obtained.  These
are  long-term  and costly  processes as to the  successful  completion of which
there can be no assurance. Non-hypericin products for the treatment of viral and
retroviral  diseases and  proliferative  disorders are also subject to extensive
government regulation.

AEC0510A.W51

                                      5
5.  Limited  Personnel  --  Reliance  on Third  Parties.  VIMRx  has  eight
full-time  U.S.  employees  and sixteen  full-time  non-U.S.  employees,  and is
substantially  dependent  upon third  parties,  with all of the risks  attendant
thereto,  to develop  additional  applications  for  hypericin,  to  manufacture
hypericin  for its needs,  including  its  requirements  for the human  clinical
trials, and to develop and produce the therapeutic formulations of hypericin for
use in such clinical trials.  VIMRx is also dependent upon third parties for the
development of non-hypericin products.

     6.  Competition.  Competition  to develop  new  therapeutics  is  extremely
intense and the search for a treatment  for AIDS is one of the highest  priority
projects  throughout the world.  Among the entities engaged in AIDS research are
governmental agencies and major pharmaceutical, chemical and biotechnology firms
with  extensive  financial  resources,   research  and  development  staffs  and
manufacturing   and  marketing   capabilities.   The  discovery  of  a  cure  or
preventative  for AIDS may render the Company's  hypericin  program for treating
AIDS obsolete or  non-competitive.  Even if the Company obtains FDA approval for
the  marketing  of  hypericin  for the  treatment  of AIDS,  the  Company has no
experience  in marketing  therapeutics  and  therefore  may be at a  competitive
disadvantage  with respect to existing or subsequently  developed  products that
are approved for marketing. In addition,  impure forms of hypericin derived from
plant  extracts  are being used as lay  treatments  for a variety of  disorders,
including AIDS. The Company is similarly subject to substantial competition from
pharmaceutical,  chemical  and  biotechnology  firms in the attempt to develop a
means of inactivating HIV and other  retroviruses and viruses in blood collected
for transfusions and with respect to its development of non- hypericin products.

     7.  Patents and  Licenses.  Although  VIMRx has been  granted an  exclusive
license  for  the  worldwide  rights  to  hypericin  for  viral  and  retroviral
applications  by the  Hypericin  Licensors  (which have been  granted  five U.S.
patents  for  anti-viral  and  anti-retroviral  applications  and  manufacturing
processes),  there can be no assurance that such patents,  or pending patents if
issued,   will  provide  adequate  protection  in  the  event  hypericin  proves
efficacious as a treatment for AIDS or as a means of inactivating  HIV and other
retroviruses and viruses in blood collected for  transfusions,  or as treatments
for hepatitis C or malignant brain glioma.  Infringement  claims may be asserted
against VIMRx and/or the Hypericin  Licensors  against which VIMRx has agreed to
indemnify the Hypericin Licensors and which, if affirmed, might require VIMRx to
acquire licenses from others.  There can be no assurance that such licenses,  if
required,  could be obtained on terms satisfactory to the Company.  In addition,
the exclusive  license  granted to the Company is subject to cancellation in the
event  VIMRx  does not  comply  with its  terms  and  conditions.  Further,  the
utilization of hypericin as a therapeutic agent for certain other  applications,
such as dermatological disorders (with which VIMRx is currently not involved but
may be in the future) is not covered by the  Company's  exclusive  license  and,
accordingly,  such applications may be exploited by others.  The Company is also
aware of patents in the United  States  and Europe and  related  pending  patent
applications  in  other  countries  held by an  unaffiliated  third  party  with
substantially  greater  resources than the Company which may be infringed by the
Company's  synthetic  catalytic  oligonucleotide  compounds,  in  which  event a
license from such third party would be required.  There can be no assurance that
the Company would be able to attain such license on reasonable terms, if at all,
which  would  materially  adversely  affect the  Company's  synthetic  catalytic
oligonucleotide compound activities.

     8. Absence of Product Liability Insurance Coverage. The testing,  marketing
and sale of  pharmaceutical  products entails a risk of product liability claims
by consumers and others and such claims may be asserted against the Company. The
Company does not maintain  product  liability  insurance  coverage  other than a
$2,000,000  product/professional  liability policy  applicable only to its human
clinical  trials,  and although it will attempt to obtain such coverage prior to
marketing any product,  there can be no assurance it will be able to obtain such
insurance at a reasonable cost or in an amount  sufficient to cover all possible
liabilities.  In the event of a successful  product  liability  suit against the
Company,  lack or  insufficiency  of  insurance  coverage  could have a material
adverse  effect on the  Company.  Further,  VIMRx is required  under its license
agreement with the Licensors to have $5,000,000 of product  liability  insurance
coverage  naming  the  Licensors  as  additional  insureds  prior  to  marketing
hypericin  (or an indemnity to the  Licensors by an entity  satisfactory  to the
Licensors).

AEC0510A.W51

                                      6
9.   No Cash Dividends.  The Company does not anticipate paying cash
          dividends on its Common Stock in the foreseeable future.

                             SELLING STOCKHOLDERS

     The  following  table sets forth  certain  information  with respect to the
beneficial  ownership of the Company's Common Stock by the Selling  Stockholders
prior to and after this  offering,  assuming all of the Shares being offered are
sold:

                                                                After Offering
                                                 -----------------------------
       Name          Shares Owned          Shares                    Percent of
                Prior to Offering    Being Offered     Shares Owned Outstanding
F. Donald Hudson        150,000           150,000              0         0%
William I. Bergman      12,000             12,000              0         0%

     Messrs.  Hudson and Bergman  acquired the Shares set forth  opposite  their
names on  December  21, 1995 and  October 3, 1996,  respectively,  at $.4375 and
$1.16 per share, respectively,  upon exercise of stock options granted under the
Plan. Mr. Hudson served as President and Chief Executive  Officer of the Company
from  December 16, 1994 until August 31, 1995,  and as a director of the Company
from May 1989 until August 31,  1995.  Mr.  Bergman  served as a director of the
Company from October 1991 to June 20, 1996.

                             PLAN OF DISTRIBUTION

     All sales of Shares by the Selling  Stockholders  will be made from time to
time, or at one time, on The Nasdaq Stock Market at prices then  prevailing,  or
in negotiated transactions at negotiated prices, or a combination thereof.

     The cost of  registering  the Shares under the  Securities  Act of 1993, as
amended  (the  "Securities  Act"),  estimated  at  $12,000,  will be paid by the
Company.

     The Selling  Stockholders and any dealer  participating in the distribution
of any of the Shares or any  broker  executing  selling  orders on behalf of the
Selling  Stockholders may be deemed to be  "underwriters"  within the meaning of
the  Securities  Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions  received by any such brokers or
dealers may be deemed to be  underwriting  discounts and  commissions  under the
Securities  Act.  Furthermore,   any  broker  or  dealer  participating  in  any
distribution  of  the  Shares  will  be  required  to  deliver  a copy  of  this
Prospectus,  including a Prospectus  Supplement,  if required, to any person who
purchases any of the Shares from or through such broker or dealer.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the Shares will be sold only through registered or licensed brokers
or dealers.  In addition,  in certain states,  the Shares may not be sold unless
they have been  registered  or qualified  for sale in such state or an exemption
from such registration or qualification requirement is available and is complied
with.

AEC0510A.W51

                                      7
LEGAL MATTERS

     The  validity  of the Shares  offered  hereby is being  passed upon for the
Company by Epstein Becker & Green, P.C., New York, New York.

                                   EXPERTS

     The financial statements  incorporated in this Prospectus by reference from
the Company's  Annual  Report on Form 10-K for the year ended  December 31, 1995
have been audited by Richard A. Eisner & Company,  LLP, independent auditors, as
stated in their reports,  which are incorporated  herein by reference,  and have
been so  incorporated  in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.

AEC0510A.W51

                                      8
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following  documents (or portions  thereof) which have  heretofore
been filed by VIMRx  Pharmaceuticals Inc. (the "Registrant") with the Securities
and Exchange  Commission (the "Commission") are hereby incorporated by reference
in this Registration Statement:  (i) the Registrant's Annual Report on Form 10-K
for the fiscal year ended  December 31, 1995;  (ii) the  Registrant's  Quarterly
Reports on Form 10-Q for the  quarters  ended March 31, 1996 and June 30,  1996,
respectively,  (iii) the  Registrant's  definitive Proxy Statement dated May 13,
1996 for its Annual  Meeting of  Stockholders  held on June 20,  1996;  (iv) the
Registrant's  Current  Reports on Form 8-K filed on January 11, 1996,  March 25,
1996, April 9, 1996, April 15, 1996, April 22, 1996, April 30, 1996 and June 12,
1996 (as amended on Form 8-K/A on August 15,  1996),  respectively,  and (v) the
description of the Registrant's  Common Stock, $.001 par value ("Common Stock"),
contained in the Registration Statement on Form 8-A (No. 0-19153) under "Item 1.
Description of Registrant's  Securities to be Registered." All reports and proxy
statements  filed by the  Registrant  with the  Commission  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
after  the date of this  Registration  Statement  and  prior to the  filing of a
post-effective  amendment  which  indicates that all of the shares to which this
Registration  Statement  relates have been sold or which  deregisters all of the
shares then remaining  unsold shall likewise be deemed  incorporated  herein and
made a constituent  part hereof by reference  from the  respective  dates of the
filings.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Section  145  of  the   Delaware   General   Corporation   Law  grants
corporations  the power to indemnify their  directors,  officers,  employees and
agents  in  accordance  with the  provisions  thereof.  Article  SEVENTH  of the
Registrant's  Amended and Restated Certificate of Incorporation and Article VII,
Section 6 of the Registrant's  By-Laws, as amended,  provide for indemnification
of the  Registrant's  directors,  officers,  agents and employees to the fullest
extent permissible under applicable law.

AEC0510A.W51

                                      9
Item 7.  Exemption from Registration Claimed.

          The Shares to be  reoffered  by the Selling  Stockholders  pursuant to
this  Registration  Statement  were  issued  by the  Registrant  to the  Selling
Stockholders  upon  the  Selling  Stockholders'  respective  exercises  of stock
options  under  the Plan.  Such  issuances  were  exempt  from the  registration
requirements of the Securities Act under Section 4(2) thereof.

Item 8.  Exhibits.

          The following are filed as exhibits to this Registration Statement:

 Exhibit
   No.                                   Description
    5         - Opinion of Epstein Becker & Green, P.C.
  10.11         - Copy of the  Registrant's  Amended and Restated 1990 Incentive
                and  Non-Incentive  Stock Option Plan (as amended July 15, 1991,
                August 31, 1995 and May 13, 1996)
  23(a)       - Consent of Richard A. Eisner & Company, LLP.
  23(b)       - Consent of Epstein Becker & Green, P.C. (included in Exhibit 5).
   24         - Power of Attorney (included in signature page of this 
                    Registration Statement).

Item 9.   Undertakings

          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 of 1933;

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

          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 (1)(i) and (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 by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

AEC0510A.W51

                                      10
(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 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.

          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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) 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.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act of 1933, as amended (the "Act"),  may be permitted to directors,
officers or controlling  persons of the Registrant pursuant to the provisions of
Registrant's  Restated  Certificate of Incorporation or By-Laws,  as amended, or
the provisions of the Florida 1989 Business  Corporation  Act or otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  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.

AEC0510A.W51

                                      11
POWER OF ATTORNEY TO SIGN AMENDMENTS

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below does hereby  constitute and appoint Richard L. Dunning and Francis
M. O'Connell,  and each of them,  with full power to act without the other,  his
true and lawful  attorney-in-fact  and agent for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and 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 and any other regulatory authority,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  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 in order to effectuate  the same, as fully,
for 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, may lawfully do or cause to be done by virtue hereof.

                                    SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Wilmington,  State of Delaware, on this 1st day
of November, 1996.

                                        VIMRx PHARMACEUTICALS INC.

                                        By:   /s/  Richard L. Dunning_________
                                          President and Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities set forth and on the date indicated.

Signature                             Title                      Date
---------                             -----                      ----
 /s/ Richard L. Dunning               President and Chief ExecutiNovember 1,1996
--------------------------------------         -   -     -
Richard L. Dunning                    Officer (Principal Executive
                                      Officer)
 /s/ Donald G. Drapkin                Chairman of the Board and  November 1,1996
----------------------
Donald G. Drapkin                     Director

 /s/ Francis M. O'Connell             Chief Financial Officer(PriNovember 1,1996
--------------------------------------     -         -
Francis M. O'Connell                  Financial and Accounting
                                      Officer)
 /s/ Laurence D. Fink                 Director                   November 1,1996
--------------------------------------        -------------------
Laurence D. Fink

 /s/ Jerome Groopman, M.D.            Director                   November 1,1996
--------------------------------------        -------------------
Jerome Groopman, M.D.

AEC0510A.W51

                                      12
/s/ Linda G. Robinson                Director                November 1, 1996
--------------------------------------        -------------------
Linda G. Robinson
 /s/ Lindsay A. Rosenwald, M.D.       Director                 November 1, 1996
--------------------------------------        -------------------        -  -
Lindsay A. Rosenwald, M.D.

 /s/ Eric A. Rose, M.D.               Director                 November 1, 1996
--------------------------------------        -------------------
Eric A. Rose, M.D.

 /s/ Michael Weine , M.D.             Director                November 1, 1996
--------------------------------------        -------------------
Michael Weiner, M.D.

AEC0510A.W51

                                      13
INDEX TO EXHIBITS

    Exhibit                                                           Page
      No.                            Description                      Number
       5        Opinion of Epstein Becker & Green, P.C.                     15

     10.11      Copy of the Registrant's Amended and Restated 1990 Incentive and
                Non-Incentive Stock Option Plan (as amended July 15, 1991,
                August
                31, 1995 and May 13, 1996)                                  16

     23(a)      Consent of Richard A. Eisner & Company, LLP                 29

     23(b)      Consent of Epstein Becker & Green, P.C. (included in Exhibit 5).

      24        Power of Attorney (included in signature page of this 
                Registration
                Statement).

AEC0510A.W51

                                      14
EXHIBIT 5

                                  (212) 351-4735

                                 November 4, 1996

The Board of Directors of
VIMRx Pharmaceuticals,  Inc.
2751 Centerville Road, Suite 210
Little Falls II
Wilmington, DE 19808

          Re:  Amended and Restated 1990 Incentive and Non-Incentive Stock 
                         Option Plan

Gentlemen:

          We have acted as counsel to VIMRx Pharmaceuticals Inc. (the "Company")
in  connection  with its  filing of a  Registration  Statement  on Form S-8 (the
"Registration  Statement")  covering  an  aggregate  of  2,311,400  shares  (the
"Shares") of the Company's  authorized shares of Common Stock,  $.001 par value,
consisting of 2,149,400 Shares (the "Unissued Shares") issuable upon exercise of
options  granted or to be granted under the Company's  Amended and Restated 1990
Incentive and Non-Incentive  Stock Option Plan (the "Plan"),  and 162,000 Shares
issued  upon  exercise  of stock  options  granted  under the Plan (the  "Issued
Shares").

          As such counsel, we have examined original copies, or copies certified
to our  satisfaction,  of the corporate  records of the Company,  agreements and
other instruments,  certificates of public officials and such other documents as
we deemed necessary as a basis for the opinion hereinafter set forth.

          On the basis of the  foregoing,  we are of the opinion that the Shares
have been validly  authorized  and that the Issued  Shares are, and the Unissued
Shares,  when issued upon due and valid  exercise of options  granted  under the
Plan will be, validly issued, fully paid and nonassessable.

          We hereby  consent to the filing of this  opinion as an exhibit to the
aforesaid Registration Statement.

                                        Very truly yours,

                                        EPSTEIN BECKER & GREEN, P.C.

                                        By: /s/ Sidney Todres
                                             Sidney Todres

AEC0510A.W51

                                      15
AMENDED AND RESTATED

                       1990 INCENTIVE AND NON-INCENTIVE

                               STOCK OPTION PLAN

                                      OF

                          VIMRx PHARMACEUTICALS INC.

         (AS AMENDED JULY 15, 1991, AUGUST 31, 1995 AND MAY 13, 1996)

     1.   Purpose of Plan.

          The purpose of this  Incentive  and  Non-Incentive  Stock  Option Plan
("Plan") is to further the growth and development of VIMRx  Pharmaceuticals Inc.
("Company")  and any  subsidiaries  thereof by encouraging  selected  employees,
directors  and other  persons who  contribute  and are  expected  to  contribute
materially  to the  Company's  success to obtain a  proprietary  interest in the
Company through the ownership of stock,  thereby  providing such persons with an
added  incentive to promote the best  interests of the Company and affording the
Company a means of attracting to its service persons of outstanding ability.

     2.   Stock Subject to the Plan.

          An aggregate of 2,400,000 shares of the Company's Common Stock,  $.001
par value ("Common Stock") subject, however, to adjustment or change pursuant to
paragraph 12 hereof, shall be reserved for issuance upon the exercise of options
which may be granted from time to time in accordance with the Plan  ("Options").
Such  shares may be, in whole or in part,  as the Stock  Option  Plan  Committee
("Committee") shall from time to time determine,  authorized but unissued shares
or issued shares which have been reacquired by the Company.  If, for any reason,
an Option shall  lapse,  expire or terminate  without  having been  exercised in
full,  the  unpurchased  shares  covered  thereby  shall again be available  for
purposes of the Plan.

     3.   Administration.

          (a) The Board of Directors  shall appoint the Committee from among its
members.  Such Committee shall be composed of two or more Directors who shall be
"disinterested  persons" as defined by Regulation 240.16b-3 under the Securities
Exchange  Act of  1934,  as  amended  and  "outside  directors"  as  defined  in
regulations  under  Section  162(m) of the  Internal  Revenue  Code of 1986,  as
amended (the "Code").  Such Committee shall have and may exercise any and all of
the powers relating to the  administration  of the Plan and the grant of Options
thereunder  as are set  forth  in  subparagraph  3(b)  hereof  as the  Board  of
Directors shall confer and delegate.  The Board of Directors shall have power at
any time to fill vacancies in, to change the membership of, or to discharge such
Committee.  The  Committee  shall  select one of its members as its chairman and
shall  hold its  meetings  at such  time  and at such  places  as it shall  deem
advisable.  A majority  of such  Committee  shall  constitute  a quorum and such
majority shall  determine its action.  Any action may be taken without a meeting
by written consent of all the members of the Committee. The Committee shall keep
minutes of its  proceedings  and shall report the same to the Board of Directors
at the meeting next succeeding.

          (b) The  Committee  shall  administer  the Plan  and,  subject  to the
provisions of the Plan, shall have sole authority in its discretion to determine
the persons to whom,  and the time or times at which,  Options shall be granted,
the number of shares to be subject to each such  Option and  whether  all or any
portion of such Options shall be incentive stock options  ("Incentive  Options")
qualifying  under  Section  422A of the  Code or stock  options  which do not so
qualify  ("Non-Incentive  Options").  Both Incentive  Options and  Non-Incentive
Options may be granted to the same person at the same time provided each type of
Option is clearly designated.

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AEC04578.W51
                                      16
In making such determinations, the Committee may take into account the nature of
the services rendered by such persons,  their present and potential contribution
to the  Company's  success and such other  factors as the  Committee in its sole
discretion may deem relevant. Subject to the express provisions of the Plan, the
Committee  shall also have authority to interpret the Plan, to prescribe,  amend
and rescind rules and regulations  relating thereto,  to determine the terms and
provisions of the respective Option Agreements,  which shall be substantially in
the forms  attached  hereto as  Exhibit A and  Exhibit  B, and to make all other
determinations necessary or advisable for the administration of the Plan, all of
which determinations shall be conclusive and not subject to review.

     4.   Eligibility for Receipt of Options.

          (a)  Incentive  Options.  Incentive  Options  may be  granted  only to
employees (including officers) of the Company and/or any of its subsidiaries.  A
director of the Company or any  subsidiary who is not an employee of the Company
or of one of its subsidiaries is not eligible to receive Incentive Options under
the Plan.  Further,  Incentive  Options may not be granted to any person who, at
the time the  Incentive  Option is  granted,  owns (or is  considered  as owning
within the meaning of Section 425(d) of the Code) stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company or any
subsidiary  (10% Owner),  unless at the time the Incentive  Option is granted to
the 10% Owner, the option price is at least 110% of the fair market value of the
Common  Stock  subject  thereto  and such  Incentive  Option by its terms is not
exercisable subsequent to five years from the date of grant.

          (b) Non-Incentive Options. Non-Incentive Options may be granted to any
employees  (including  employees  who  have  been  granted  Incentive  Options),
directors,  consultants,  agents, independent contractors and other persons whom
the  Board  of  Directors  (or  Committee)  determines  will  contribute  to the
Company's success.

          (c) The maximum  number of shares that may be subject to options under
this Plan  granted  during any  calendar  year to any  executive  officer of the
Company is 800,000 shares.

     5.   Option Price.

          The  purchase  price of the shares of Common  Stock  under each Option
shall be determined by the Committee,  which  determination  shall be conclusive
and not subject to review, but in no event shall the purchase price be less than
100% of the fair  market  value of the Common  Stock on the date of grant in the
case of  Incentive  Options  (110% of fair market value in the case of Incentive
Options  granted to a 10% Owner) and 50% of the fair market  value of the Common
Stock on the date of the grant in the case of Non-Incentive Options.

          In  determining  fair market value,  the Committee  shall consider the
closing  price of the Common  Stock on the date the  Option is granted  (if such
Common Stock is listed on a national  securities  exchange),  the representative
closing  bid price in the  over-the-counter  market as  reported by NASDAQ or as
quoted by the National  Quotation  Bureau or a  recognized  dealer in the Common
Stock on the date of grant (if a public  market exists for such Common Stock and
such Common Stock is not listed on such an exchange)  and such other  factors as
the Committee shall deem appropriate.

          For purposes of the Plan,  the date of grant of an Option shall be the
date on which the Committee shall by resolution duly authorize such Option.

     6.   Term of Options.

          (a)  Incentive Options. The term of each Incentive Option shall be
five years from the date of grant thereof, subject to earlier termination as 
herein provided.

          (b) Non-Incentive Options. The term of each Non-Incentive Option shall
be such number of years as the  Committee  shall  determine,  subject to earlier
termination  as herein  provided,  but in no event  more than ten years from the
date such Non-Incentive Option is granted.

AEC0510A.W51

AEC04578.W51
                                      17
7.   Exercise of Options.

          (a) No Incentive  Option  granted under the Plan shall be  exercisable
until at least  one year  from the date of  grant.  Thereafter,  each  Incentive
Option shall be exercisable as follows:  at the end of one year from the date of
grant,  up to 25% of the total shares subject to such Option;  at the end of two
years from the date of grant, up to 50%; at the end of three years from the date
of grant,  up to 75%;  at the end of four years from the date of grant and until
termination of the Incentive Option, up to 100%. The aggregate fair market value
(determined as of the time an Incentive  Option is granted) of the shares of the
Company's Common Stock purchasable  thereunder exercisable for the first time by
an employee during any calendar year may not exceed $100,000.

          (b) Each  Non-Incentive  Option  shall be  exercisable  to the  extent
determined by the  Committee,  but in no event shall a  Non-Incentive  Option be
exercisable until at least six months from the date of grant.

          (c)  An Option may not be exercised for fractional shares of the
                Company's Common Stock.

          (d) Except as provided in  paragraphs  9, 10 and 11 hereof,  no Option
shall be  exercisable  unless the holder  thereof  shall have been an  employee,
director,  consultant, agent, independent contractor or other person employed by
or  engaged  in  performing   services  for  the  Company  and/or  a  subsidiary
continuously from the date of grant to the date of exercise.

          (e) The  exercise of an Option shall be  contingent  upon receipt from
the holder thereof of a written representation that at the time of such exercise
it is the  optionee's  then present  intention to acquire the Option  shares for
investment and not with a view to the  distribution  or resale thereof (unless a
Registration  Statement  covering the shares  purchasable  upon  exercise of the
Options  shall have been  declared  effective  by the  Securities  and  Exchange
Commission)  and upon  receipt by the Company of cash,  or a check to its order,
for the full purchase price of such shares.

          (f) The  holder  of an  Option  shall  have  none of the  rights  of a
stockholder  with respect to the shares  purchasable upon exercise of the Option
until a  certificate  for such shares  shall have been issued to the holder upon
due exercise of the Option.

          (g) The proceeds  received by the Company  upon  exercise of an Option
shall be added to the  Company's  working  capital and be available  for general
corporate purposes.

     8.   Non-Transferability of Options.

          No Option granted pursuant to the Plan shall be transferable otherwise
than  by will or the  laws of  descent  or  distribution  and an  Option  may be
exercised during the lifetime of the holder only by such holder.

     9.   Termination of Employment or Engagement.

          In the  event the  employment  of the  holder  of an  Option  shall be
terminated by the Company or a subsidiary for any reason other than by reason of
death  or  disability,   or  the  engagement  of  a  non-employee  holder  of  a
Non-Incentive  Option shall be terminated by the Company or a subsidiary for any
reason,  such holder may, within three months from the date of such termination,
exercise such Option to the extent such Option was exercisable by such holder at
the date of such termination.  Notwithstanding  the foregoing,  no Option may be
exercised subsequent to the date of its expiration. Absence on leave approved by
the employer  corporation  shall not be considered an interruption of employment
for any purpose under the Plan.

          Nothing in the Plan or in any Option Agreement granted hereunder shall
confer upon any  Optionholder any right to continue in the employ of the Company
or any  subsidiary  or obligate  the Company or any  subsidiary  to continue the
engagement  of any  Optionholder  or  interfere in any way with the right of the
Company or any such  subsidiary to terminate such  Optionholder's  employment or
engagement at any time.

AEC0510A.W51

AEC04578.W51
                                      18
10.  Disability of Holder of Option.

          If the  employment  of the holder of an Option shall be  terminated by
reason of such holder's  disability,  such holder may, within twelve months from
the date of such termination, exercise such option to the extent such Option was
exercisable by such holder at the date of such termination.  Notwithstanding the
fore going, no Option may be exercised subsequent to the date of its expiration.

     11.  Death of Holder of Option.

          If the holder of any Option shall die while in the employ of, or while
performing  services  for,  the Company or one or more of its  subsidiaries  (or
within six months  following  termination of employment due to disability),  the
Option  theretofore  granted to such  person may be  exercised,  but only to the
extent such Option was  exercisable by the holder at the date of death (or, with
respect to employees,  the date of  termination of employment due to disability)
by the legatee or legatees of such person under such  person's  Last Will, or by
such person's personal representative or distributees, within twelve months from
the  date of death  but in no event  subsequent  to the  expiration  date of the
Option.

     12.  Adjustments Upon Changes in Capitalization.

          If at any time after the date of grant of an Option, the Company shall
by stock  dividend,  split-up,  combination,  reclassification  or exchange,  or
through merger or consolidation or otherwise,  change its shares of Common Stock
into a  different  number  or kind or class of  shares  or other  securities  or
property,  then the number of shares  covered  by such  Option and the price per
share  thereof  shall be  proportionately  adjusted  for any such  change by the
Committee whose determination thereon shall be conclusive.  Upon the dissolution
or liquidation of the Company, or upon a reorganization, merger or consolidation
of the Company as a result of which the outstanding securities of the class then
subject to Options  hereunder are changed into or exchanged for cash or property
or securities not of the Company's  issue, or upon a sale of  substantially  all
the property of the Company to, or the  acquisition of stock  representing  more
than eighty  percent  (80%) of the voting power of the stock of the Company then
outstanding by, another corporation or person, the Plan shall terminate, and all
Options theretofore granted hereunder shall terminate,  unless provision be made
in writing in connection  with such  transaction for the continuance of the Plan
or for the assumption of Options  theretofore  granted,  or the substitution for
such Options of options covering the stock of a successor employer  corporation,
or a parent or a subsidiary  thereof,  with  appropriate  adjustments  as to the
number  and kind of shares  and  prices,  in which  event  the Plan and  Options
theretofore  granted  shall  continue  in the  manner  and  under  the  terms so
provided.  The  Committee  shall have the  discretion  to provide at the time of
granting  any  Option  hereunder  that in the  event the Plan and  Options  then
outstanding  shall terminate upon the effective date of any of the  transactions
described  in the  foregoing  sentence,  the  vesting of the then  unexercisable
portion of such  holder's  Option shall be  accelerated,  in whole or in part as
determined by the Committee,  so that such holder prior to the  consummation  of
the transaction shall be entitled to exercise such Option (to the extent thereby
exercisable)  prior to  consummation  of such  transaction.  In the event that a
fraction of a share  results from an adjustment  pursuant to this  paragraph 12,
said  fraction  shall be  eliminated  and the price  per share of the  remaining
shares subject to the Option adjusted accordingly.

     13.  Vesting of Rights Under Options.

          Neither anything  contained in the Plan nor in any resolution  adopted
or to be adopted by the Committee, the Board of Directors or the stockholders of
the Company  shall  constitute  the vesting of any rights under any Option.  The
vesting of such rights  shall take place only when a written  Option  Agreement,
substan  tially in the form of the  Incentive  Stock Option  Agreement  attached
hereto as Exhibit A or the Non-Incentive  Stock Option Agreement attached hereto
as Exhibit  B,  shall be duly  executed  and  delivered  by and on behalf of the
Company and the person to whom the Option shall be granted.

     14.  Termination and Amendment.

AEC0510A.W51

AEC04578.W51
                                      19
The Plan, which was adopted by the Board of Directors on July 10, 1990
and approved by the shareholders of the Company, shall terminate on July 9, 2000
and no Option  shall be granted  under the Plan  after  such date.  The Board of
Directors  may at any time  prior to such date  terminate  the Plan or make such
modifica  tions or  amendments  thereto  as it shall  deem  advisable  provided,
however, that

     (i)  no change shall be made in the aggregate number of shares subject to 
          the Plan or the number of
          shares which may be optioned to any employee;

     (ii) no termination,  modification or amendment shall adversely  affect the
          rights of a holder of an Option previously granted under the Plan;

    (iii) no material modification shall be made to the requirements of 
          eligibility for participation in the Plan; and

     (iv)  no  material  increase  shall  be made in the  benefits  accruing  to
participants under the Plan.

     15.  Lock-Up.

          To the extent  requested by the managing  underwriter  in respect of a
proposed offering of securities of the Company, the holder of any securities, or
options to purchase  securities,  of the Company  shall  refrain from selling or
offering  to sell any  securities  of the  Company  within  180 days  after  the
effective date of the  registration  statement  covering such  securities of the
Company, or such lesser period as may be requested by the managing  underwriter,
provided  that at the time of such  request  the  shares of Common  Stock of the
Company  issued to such holder upon exercise of any option  granted  pursuant to
the Plan or  otherwise  and then  held by such  holder  and  those  shares  then
currently  issuable to such holder upon exercise of any option granted  pursuant
to the Plan or otherwise exceed in the aggregate 50,000 shares.

AEC0510A.W51

AEC04578.W51
                                      20
EXHIBIT A

                          VIMRx PHARMACEUTICALS INC.

                       INCENTIVE STOCK OPTION AGREEMENT

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

To:

          We  are  pleased  to  notify  you  that  by the  determination  of the
Incentive and Non-Incentive Stock Option Plan Committee  (hereinafter called the
"Committee") an incentive stock option to purchase shares of the Common Stock of
VIMRx  Pharmaceuticals  Inc.  (herein  called the "Company") at a price of $ per
share has this day of been granted to you under the Company's 1990 Incentive and
Non-Incentive  Stock Option Plan (herein called the "Plan").  This option may be
exercised only upon the terms and conditions set forth below.

          1.    Purpose of Option.

          The purpose of the Plan under which this  incentive  stock  option has
been  granted is to further  the growth and  development  of the Company and its
subsidiaries  by encouraging  key  employees,  directors,  consultants,  agents,
independent  contractors  and other persons who  contribute  and are expected to
contribute  materially to the Company's success to obtain a proprietary interest
in the Company  through the ownership of stock,  thereby  providing such persons
with an added  incentive  to promote  the best  interests  of the  Company,  and
affording  the  Company  a  means  of  attracting  to  its  service  persons  of
outstanding ability.

          2.   Acceptance of Option Agreement.

          Your execution of this incentive stock option  agreement will indicate
your acceptance of and your  willingness to be bound by its terms; it imposes no
obligation  upon you to purchase any of the shares  subject to the option.  Your
obligation to purchase shares can arise only upon your exercise of the option in
the manner set forth in paragraph 4 hereof.

          3.   When Option May Be Exercised.

          (a) The option granted you hereunder may not be exercised for a period
of one year from the date of its  grant by the  Committee  as set  forth  above.
Thereafter, this option shall be exercisable as follows:

               (i)       at the end of one year from the date of grant, up to 
                         25% of the total shares
                         subject to the option;

               (ii)      at the end of the second year from the date of grant, 
                         up to 50%;

               (iii)     at the end of the third year from the date of grant, 
                         up to 75%;

               (iv)      at the end of the fourth year from the date of grant,
                          up to 100%.

This  option may not be  exercised  for less than ten shares at any one time (or
the remaining  shares then  purchasable if less than ten) and expires at the end
of five years from the date of grant whether or not it has been duly  exercised,
unless sooner terminated as provided in paragraphs 5, 6 or 7 hereof.

AEC0510A.W51

AEC04578.W51
                                      21
4.   How Option May Be Exercised.

          This  option  is  exercisable  by a written  notice  signed by you and
delivered to the Company at its executive  offices,  signifying your election to
exercise the option.  The notice must state the number of shares of Common Stock
as to which your option is being exercised,  must contain a statement by you (in
a form acceptable to the Company) that such shares are being acquired by you for
investment  and not  with a view to  their  distribution  or  resale  (unless  a
Registration  Statement  covering  the  shares  purchasable  has  been  declared
effective by the Securities and Exchange  Commission) and must be accompanied by
cash or a check to the order of the Company for the full  purchase  price of the
shares being purchased.

          If  notice  of the  exercise  of this  option  is given by a person or
persons other than you, the Company may require,  as a condition to the exercise
of this option,  the submission to the Company of appropriate proof of the right
of such person or persons to exercise this option.

          Certificates  for  shares of the  Common  Stock so  purchased  will be
issued as soon as practicable.  The Company,  however,  shall not be required to
issue or deliver a  certificate  for any shares until it has  complied  with all
requirements of the Securities Act of 1933, the Securities Exchange Act of 1934,
any stock  exchange on which the  Company's  Common Stock may then be listed and
all applicable state laws in connection with the issuance or sale of such shares
or the  listing  of such  shares on said  exchange.  Until the  issuance  of the
certification  for such  shares,  you or such other person as may be entitled to
exercise this option shall have none of the rights of a stockholder with respect
to shares subject to this option.

          5.   Termination of Employment.

          If your  employment  with the  Company  (or a  subsidiary  thereof) is
terminated for any reason other than by death or  disability,  you may exercise,
within  three  months  from the date of such  termination,  that  portion of the
option which was exercisable by you at the date of such  termination,  provided,
however,  that such exercise  occurs within five years from the date this option
was granted to you.

          6.   Disability.

          If your  employment  with the  Company  (or a  subsidiary  thereof) is
terminated by reason of your disability,  you may exercise, within twelve months
from the  date of such  termination,  that  portion  of this  option  which  was
exercisable by you at the date of such termination, provided, however, that such
exercise occurs within five years from the date this option was granted to you.

          7.   Death.

          If you die while employed by the Company (or a subsidiary  thereof) or
within six months after  termination of your employment due to disability,  that
portion of this option  which was  exercisable  by you at the date of your death
may be  exercised  by your  legatee or  legatees  under  your  Will,  or by your
personal representatives or distributees,  within twelve months from the date of
your  death,  but in no event  after five  years  from the date this  option was
granted to you.

          8.   Non-Transferability of Option.

          This option  shall not be  transferable  except by Will or the laws of
descent and distribution, and may be exercised during your lifetime only by you.

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                                      22
9.   Adjustments upon Changes in Capitalization.

          If at any time  after the date of grant of this  option,  the  Company
shall, by stock dividend, split-up,  combination,  reclassification or exchange,
or through merger or  consolidation,  or otherwise,  change its shares of Common
Stock into a different  number or kind or class of shares or other securities or
property, then the number of shares covered by this option and the price of each
such  share  shall  be  proportionately  adjusted  for any  such  change  by the
Committee,  whose  determination  shall be conclusive.  Upon the  dissolution or
liquidation of the Company, or upon a reorganization, merger or consolidation of
the Company as a result of which the  outstanding  securities  of the class then
subject to options  hereunder are changed into or exchanged for cash or property
or securities not of the Company's  issue, or upon a sale of  substantially  all
the property of the Company to, or the  acquisition of stock  representing  more
than eighty  percent  (80%) of the voting power of the stock of the Company then
outstanding  by,  another  corporation or person,  this option shall  terminate,
unless  provision be made in writing in connection with such transaction for the
continuance  of the  assumption  of this option,  or the  substitution  for this
option of an option covering the stock of a successor employer corporation, or a
parent or a subsidiary  thereof,  with appropriate  adjustments as to the number
and kind of shares and purchase price, in which event this option shall continue
in the  manner and under the terms set forth  herein.  Any  fraction  of a share
resulting from any adjustment shall be eliminated and the price per share of the
remaining shares subject to this option adjusted accordingly.

     10.  Lock-Up.

          To the extent  requested by the managing  underwriter  in respect of a
proposed  offering of securities of the Company,  you shall refrain from selling
or offering  to sell any  securities  of the  Company  within 180 days after the
effective  date of the  registration  statement  covering such  securites of the
Company,  or  such  lesser  period  as  may  be so  requested  by  the  managing
underwriter,  provided  that at the time of such  request  the  shares of Common
Stock of the Company issued upon exercise of this option or any other option and
then held by you and those shares then  currently  issuable to you upon exercise
of this option or any other option exceed in the aggregate 50,000 shares.

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                                      23
11.  Subject to Terms of the Plan.

          This incentive stock option agreement shall be subject in all respects
to the terms and  conditions  of the Plan and in the  event of any  question  or
controversy  relating to the terms of the Plan,  the  decision of the  Committee
shall be conclusive.

                              Sincerely yours,

                              VIMRx PHARMACEUTICALS INC.

                              By:
                                 President

Agreed to and accepted this
      day of          , 199 .

Signature of Optionee

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                                      24
EXHIBIT B

                          VIMRx PHARMACEUTICALS INC.

                     NON-INCENTIVE STOCK OPTION AGREEMENT

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

To:

          We  are  pleased  to  notify  you  that  by the  determination  of the
Incentive  and  Non-Incentive  Stock Option Plan  Committee  (herein  called the
"Committee") a non-incentive stock option to purchase shares of the Common Stock
of VIMRx  Pharmaceuticals Inc. (herein called the "Company") at a price of $ per
share has this day of been granted to you under the Company's 1990 Incentive and
Non-Incentive  Stock Option Plan (herein called the "Plan").  This option may be
exercised only upon the terms and conditions set forth below.

          1.   Purpose of Option.

          The purpose of the Plan under which this  non-incentive  stock  option
has been granted is to further the growth and development of the Company and its
subsidiaries  by encouraging  key  employees,  directors,  consultants,  agents,
independent  contractors  and other persons who  contribute  and are expected to
contribute  materially to the Company's success to obtain a proprietary interest
in the Company  through the ownership of stock,  thereby  providing such persons
with an added  incentive  to promote  the best  interests  of the  Company,  and
affording  the  Company  a  means  of  attracting  to  its  service  persons  of
outstanding ability.

          2.   Acceptance of Option Agreement.

          Your  execution  of this  non-incentive  stock option  agreement  will
indicate your  acceptance of and your  willingness to be bound by its terms;  it
imposes no  obligation  upon you to  purchase  any of the shares  subject to the
Option.  Your obligation to purchase shares can arise only upon your exercise of
the Option in the manner set forth in paragraph 4 hereof.

          3.   When Option May Be Exercised.

          The option granted you hereunder shall be exercisable as follows: [set
forth terms and expiration  date of Option,  but in no event shall the Option be
exercisable until at least six months from the date of grant].

          This option may not be  exercised  for less than ten shares at any one
time (or the remaining  shares then purchasable if less than ten) and expires at
the end of five  years  from the date of grant  whether  or not it has been duly
exercised, unless sooner terminated as provided in paragraphs 5, 6 or 7 hereof.

          4.   How Option May Be Exercised.

          This  option  is  exercisable  by a written  notice  signed by you and
delivered to the Company at its executive  offices,  signifying your election to
exercise the option.  The notice must state the number of shares of Common Stock
as to which your option is being exercised,  must contain a statement by you (in
a form acceptable to the Company) that such shares are being acquired by you for
investment  and not  with a view to  their  distribution  or  resale  (unless  a
Registration Statement covering the shares purchased has been declared effective

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                                      1
by the Securities and Exchange  Commission) and must be accompanied by cash or a
check to the order of the  Company  for the full  purchase  price of the  shares
being purchased, plus such amount, if any, as is required for withholding taxes.

          If  notice  of the  exercise  of this  option  is given by a person or
persons other than you, the Company may require,  as a condition to the exercise
of this option,  the submission to the Company of appropriate proof of the right
of such person or persons to exercise this option.

          Certificates  for  shares of the  Common  Stock so  purchased  will be
issued as soon as practicable.  The Company,  however,  shall not be required to
issue or deliver a  certificate  for any shares until it has  complied  with all
requirements of the Securities Act of 1933, the Securities Exchange Act of 1934,
any stock  exchange on which the  Company's  Common Stock may then be listed and
all applicable state laws in connection with the issuance or sale of such shares
or the  listing  of such  shares on said  exchange.  Until the  issuance  of the
certificate  for such  shares,  you or such other  person as may be  entitled to
exercise this option shall have none of the rights of a stockholder with respect
to shares subject to this option.

          5.   Termination of Employment or Engagement.

          If your  employment  with the  Company  (or a  subsidiary  thereof) is
terminated  for  any  reason  other  than  by  death  or  disability,  or  if  a
non-employee  your engagement by the Company (or a subsidiary) is terminated for
any  reason,  you may  exercise,  within  three  months  from  the  date of such
termination,  that  portion of this option which was  exercisable  by you at the
date of such termination,  provided, however, that such exercise occurs prior to
the expiration date of this option set forth in paragraph 3 hereof.

          6.   Disability.

          If your  employment  with the  Company  (or a  subsidiary  thereof) is
terminated by reason of your disability,  you may exercise, within twelve months
from the  date of such  termination,  that  portion  of this  option  which  was
exercisable by you at the date of such termination, provided, however, that such
exercise  occurs  prior  to the  expiration  date of this  option  set  forth in
paragraph 3 hereof.

          7.   Death.

          If you die while employed by the Company (or a subsidiary  thereof) or
within six months after  termination of your employment due to disability,  that
portion of this option  which was  exercisable  by you at the date of your death
may be  exercised  by your  legatee or  legatees  under  your  Will,  or by your
personal representatives or distributees,  within twelve months from the date of
your death, but in no event after the expiration date of this option.

          8.   Non-Transferability of Option.

          This option  shall not be  transferable  except by Will or the laws of
descent and distribution, and may be exercised during your lifetime only by you.

          9.   Adjustments upon Changes in Capitalization.

          If at any time  after the date of grant of this  option,  the  Company
shall, by stock dividend, split-up,  combination,  reclassification or exchange,
or through merger or  consolidation,  or otherwise,  change its shares of Common
Stock into a different  number or kind or class of shares or other securities or
property, then the

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                                      26
number of shares  covered by this  option and the price of each such share shall
be  proportionately  adjusted  for  any  such  change  by the  Committee,  whose
determination  shall be conclusive.  Upon the  dissolution or liquidation of the
Company,  or upon a reorganization,  merger or consolidation of the Company as a
result of which the outstanding  securities of the class then subject to options
hereunder are changed into or exchanged  for cash or property or securities  not
of the Company's issue, or upon a sale of substantially  all the property of the
Company to, or the  acquisition of stock  representing  more than eighty percent
(80%) of the  voting  power of the stock of the  Company  then  outstanding  by,
another corporation or person, this option shall terminate,  unless provision be
made in writing in connection  with such  transaction for the continuance of the
assumption  of this  option,  or the  substitution  for this option of an option
covering  the  stock of a  successor  employer  corporation,  or a  parent  or a
subsidiary  thereof,  with appropriate  adjustments as to the number and kind of
shares and  purchase  price,  in which event this option  shall  continue in the
manner and under the terms set forth herein.  Any fraction of a share  resulting
from any adjustment shall be eliminated and the price per share of the remaining
shares subject to this option adjusted accordingly.

     10.  Lock-Up.

          To the extent  requested by the managing  underwriter  in respect of a
proposed  offering of securities of the Company,  you shall refrain from selling
or offering  to sell any  securities  of the  Company  within 180 days after the
effective  date of the  registration  statement  covering such  securites of the
Company,  or  such  lesser  period  as  may  be so  requested  by  the  managing
underwriter,  provided  that at the time of such  request  the  shares of Common
Stock of the Company issued upon exercise of this option or any other option and
then held by you and those shares then  currently  issuable to you upon exercise
of this option or any other option exceed in the aggregate 50,000 shares.

          11.  Subject to Terms of the Plan.

          This  non-incentive  stock  option  agreement  shall be subject in all
respects  to the  terms  and  conditions  of the  Plan  and in the  event of any
question or  controversy  relating to the terms of the Plan, the decision of the
Committee shall be conclusive.

          12.  Tax Status.

          This option does not qualify as an "incentive  stock option" under the
provisions of Section 422A of the Internal Revenue Code of 1986, as amended, and
the income tax implications

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                                      27
of your receipt of a  non-incentive  stock  option and your  exercise of such an
option should be discussed with your tax counsel.

                              Sincerely yours,

                              VIMRx PHARMACEUTICALS INC.

                              By:
                                  President

Agreed to and accepted this
     day of          , 199 .

Signature of Optionee

AGD00AA3

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                                      28
EXHIBIT 23(a)

                          CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the registration  statement
on Form S-8 of VIMRx  Pharmaceuticals  Inc. and subsidiaries  (the "Company") of
our report  dated  January 3, 1996 (with  respect to the last  paragraph of Note
3[b],  January  26,  1996 and with  respect  to Note 10 [b],  February  2, 1996)
relating to the  consolidated  balance  sheets of the Company as of December 31,
1995  and  December  31,  1994  and  the  related  consolidated   statements  of
operations, changes in shareholders' equity and cash flows for each of the years
in the three-year  period ended December 31, 1995 and the amounts for such years
included in the period  December  30, 1986  (inception)  to December  31,  1995,
included in the  Company's  annual report on Form 10-K for the fiscal year ended
December  31,  1995.  We also  consent  to the  reference  to our firm under the
caption "Experts" in the prospectus.

RICHARD A. EISNER & COMPANY, LLP

New York, New York
November 1, 1996

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                                      29