U.S.  SECURITIES  AND  EXCHANGE  COMMISSION


                             Washington,  D.C.  20549


                                    FORM  S-8


                             REGISTRATION  STATEMENT
                                      UNDER
                           THE  SECURITIES  ACT  OF  1933


                              DermaRX  Corporation
             (Exact  name  of  registrant  as  specified  in  its  charter)


           Delaware                                          13-3301899
(State  or other jurisdiction of                      (I.R.S. Employer I.D. No.)
incorporation  or  organization)

                            SALARY REIMBURSEMENT PLAN
                            LEGAL  SERVICES  AGREEMENT
                              (Full  Title  of  Plan)


                                Maryanne  Carroll
                               284  Jackson  Street
                             Denver,  Colorado  80206
                     (Name  and  Address  of  Agent  for  Service)

                                 (303)  333-4600
          (Telephone  number  including  area  code,  of  agent  for  service)


                         CALCULATION  OF  REGISTRATION  FEE


<TABLE>
<CAPTION>


<S>                      <C>                 <C>          <C>             <C>
                                           Proposed     Proposed
                                           Maximum      Maximum
Title of                                   Offering     Aggregate       Amount of
Securities          Amount to be           Price Per    Offering        Registration
to be Registered     Registered            Share           Price           Fee(1
------------------------------------------------------------------------------------


Common Stock         346,100                  $.75      $259,575         $68.53

</TABLE>

(1)      Based  on  the  trading  price  of  the  Company's  common  stock  in
over-the-counter  trading  on  March  31,  1999.

<PAGE>




PROSPECTUS




                                DermaRX  Corporation
                                 284  Jackson  Street
                              Denver,  Colorado  80206

                        (346,100  SHARES  OF  COMMON  STOCK)

     This  Prospectus  relates  to  the offer and sale of DermaRX Corporation, a
Delaware  corporation  (the  "Company")  of shares of its $.001 par value common
stock  (the  "Common  Stock)  to  a  consultant of the Company (the "Consultant)
pursuant  to  an  agreement entered into between the Company and the Consultant.
The  Company  is registering hereunder and then issuing upon receipt of adequate
consideration  therefore to the Consultant 250,000 shares of the Common Stock in
consideration  for  legal  services  rendered  and  to  be  rendered  under  the
agreement.  The  250,000  shares  are  issued  and  effective  subsequent to the
Company's  presently  proposed one for five reverse stock split and consequently
will  not  be  subject  to  the  reverse  stock  split.

     This  Prospectus  also relates to the offer and sale  of shares  of Company
Common  Stock  to  certain officers of the Company in reimbursement of past  due
salary obligations of the Company to such officers (the "Reimbursement Plan").
The  Company  is registering hereunder and then issuing upon receipt of adequate
consideration  therefore to the officers 96,100 shares of the Common Stock in
consideration  for  past due salaries.  The  96,100 shares  are  issued  and
effective  subsequent to the Company's  presently  proposed one for five reverse
stock split and consequently will  not  be  subject  to the reverse stock split.

     The  Common  Stock  is  not  subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the  meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares  in  any  way  permitted  by  law including sales in the over-the-counter
market  at  prices  prevailing  at  the  time  of such sale.  Some of the shares
registered  hereunder  are  being  sold  to  persons who  are  affiliates of the
Company.  An  affiliate  is,  summarily,  any  director,  executive  officer  or
controlling shareholder of the Company. The affiliates of the Company may become
subject  to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange  Act)  which  would  limit  their discretion in transferring the shares
acquired  in the Company.  If the Consultant who is not now an affiliate becomes
an  affiliate  of the Company in the future, it would then be subject to Section
16  (b) of the Exchange Act (See General Information -- Restrictions on Resale).

The  Common  Stock  is  listed  on the OTC bulletin board under the symbol DMRX.

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  April  3,  2000.

     This  Prospectus  is not part of any Registration Statement which was filed
and  been  effective under the Securities Act of 1933 as amended (the Securities
Act)  and  does not contain all of the information set forth in the Registration
Statement, certain portions of which have been offered pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (The
Commission)  under  the  Securities Act. The statements in this Prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  Registration  Statement or other filings of the Company with the Commission
are  qualified  in  their  entirety  by  the  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
Prospectus  but  not  delivered  herewith  will be furnished without charge upon
written or oral request.  Requests should be addressed to:  DermaRX Corporation,
284  Jackson  Street,  Denver,  Colorado  80206.

     The  Company  is  subject to the reporting requirements of the Exchange Act
and  in  accordance  therewith  files  reports  and  other  information with the
Commission. These reports as well as the proxy statements information statements
and  other  information  filed  by  the  Company  under  the Exchange Act may be
reviewed  and  copied  at  the  public  reference  facilities  maintained by the
Commission  at  450  Fifth  Street  N.C.  Washington, D.C. 20549.  Copies may be
obtained  at  the  prescribed  rates.  Copies  may  also  be  obtained  from the
commission's  website  at  www.sec.gov.
                           -----------

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other  than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by  anyone  in  any state in which such is not authorized or in
which  the  person  making  such  is  not  qualified or to any one 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 any implication that there has not been a change
in  the  affairs  of  the  Company  since  the  date  hereof.


<PAGE>
                                TABLE  OF  CONTENTS
                                                                           Page
                                                                           ----
PART  I                                                                        4

INFORMATION  REQUIRED IN THE SECTION 10(a) PROSPECTUS                          4

ITEM  1.  PLAN INFORMATION                                                     4

GENERAL  INFORMATION                                                           4

The  Company                                                                   4
Purpose                                                                        4
Common  Stock                                                                  4
The  Consultant                                                                4
No  Restrictions on Transfer                                                   4
Restrictions  on Resale                                                        4

DOCUMENTS  INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION                  4

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL
             INFORMATION                                                       5

Legal  Opinion and Experts                                                     5

Indemnification  of Officers and Directors                                     5

PART  II                                                                       6

INFORMATION  REQUIRED IN THE REGISTRATION STATEMENT                            6

ITEM  3.  INCORPORATION OF DOCUMENTS BY REFERENCE                              6

ITEM  4.  DESCRIPTION OF SECURITIES                                            6

ITEM  5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                               6

ITEM  6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                            6

ITEM  7.  EXEMPTION FROM REGISTRATION CLAIMED                                  7

ITEM  8.  EXHIBITS                                                             7

ITEM  9.  UNDERTAKINGS                                                         7

SIGNATURES                                                                     8

EXHIBIT  INDEX                                                                 9

<PAGE>
PART  I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

Item  1.  Plan  information

GENERAL  INFORMATION

The  Company

     The  Company  has  its  principal  offices  at  284 Jackson Street, Denver,
Colorado  80206,  (303)  333-4600.  The Plans registered hereunder are the
Consulting Agreement and the Employee Salary Reimbursement Plan.

Purposes

     The  Common  Stock  will  be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors  of  the  Company  (the  "Board  of  Directors").  The agreement is in
connection  with  services  by  the  Consultant in connection with corporate and
securities  legal  work  on  behalf of the Company.  A copy of the agreement has
been  filed  as  an  exhibit  to  this  registration  statement.

     TheCommon Stock will also be issued by the Company to certain officers of
the Company in connection with past due salary obligations and an agreement by
the Company to reimburse such past due salary obligations with shares of its
Common Stock.

     Neither of the Plans is subject to any of the provisions of ERISA.

Common  Stock

     The Board has authorized the issuance of up to 250,000 shares of the Common
Stock  to  the  Consultant  upon  effectiveness  of this registration statement.

     The Board has also authorized the issuance of up to 96,100 shares of the
Common Stock to the Officers upon effectiveness of this registration statement.

The  Consultant and the Officers

     The  Consultant  has  agreed  to  provide  its  expertise and advice to the
Company  on  a  non-exclusive  basis in connection with corporate and securities
legal  work  on  behalf  of  the  Company.

     The Officers provided general business services to the Company in their
administrative and officer roles on behalf of the Company.

No  Restrictions  on  Transfer

    The Consultant and the Officers will become the record and beneficial owner
of the shares of Common  Stock upon issuance and delivery and are entitled to
all of the rights of ownership,  including  the  right  to  vote  any  shares
awarded and to receive ordinary  cash  dividends  on  the  Common  Stock.

Tax Consequences

     The Consultant and the Officers may be subject to federal income tax
consequences on the receipt of the shares of Common Stock under the Consulting
Agreement and the Salary Reimbursement Plan.  Neither of the Plans is qualified
under Section 401(a) of the Internal Revenue Code.

Restrictions  on  Resales

     In  the  event  that  an affiliate of the Company acquires shares of Common
Stock  hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in  the  event that any affiliate acquiring shares hereunder has
sold  or  sells  any  shares  of  Common  Stock  in  the six months preceding or
following  the  receipt of shares hereunder, any so called "profit", as computed
under  Section 16(b) of the Exchange Act, would be required to be disgorged from
the  recipient  to the Company.  Services rendered have been recognized as valid
consideration  for  the  "purchase"  of  shares  in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for  the  purpose of any "profit" computation under 16(b) the price paid for the
common  stock  issued  to affiliates is equal to the value of services rendered.
Shares  of common Stock acquired hereunder by persons other than  affiliates are
not  subject  to  Section  16(b)  of  the  Exchange  Act.

Documents  Incorporated  By  Reference  and  Additional  Information

     The  Company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended February 28, 1999, filed pursuant to Section 13 of the
Exchange  Act,  (ii)  any  and  all  Forms  10-QSB filed under the Securities or
Exchange  Act  subsequent to any filed form 10-KSB, as well as all other reports
filed under Section 13 of the Exchange Act, and (iii) its annual report, if any,
to  shareholders  delivered  pursuant  to  Rule  14a-3  of the Exchange Act.  In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or  15(d)  of  the  Exchange  Act  prior to the termination of this offering are
deemed  to  be  incorporated  by reference into this Prospectus and to be a part
hereof  from  the date of filing.  All documents which when together, constitute
this  Prospectus,  will  be  sent  or given to participants by the Registrant as
specified  by  Rule  428(b)(1)  of  the  Securities  Act.

Item  2.  Registrant  Information  and  Employee  Plan  Annual  Information

     A  copy  of  any  document or part hereof incorporated by reference in this
Registration  Statement  but  not delivered with this Prospectus of any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon written or oral request.  Request should be
addressed  to  the  Company  at  284  Jackson  Street,  Denver,  Colorado 80206.

Legal  Opinions  and  Experts

     Cutler  Law Group has rendered an opinion on the validity of the securities
being  registered.  M.  Richard  Cutler,  the  Consultant hereunder, is the sole
officer,  director  and shareholder of MRC Legal Services Corporation which does
business  as  Cutler Law Group.  Mr. Cutler is not an "affiliate" of the Company
and  does not have a substantial interest in the registrant.  (See PART II, ITEM
5  -  Interests  of  Named  Experts  and  Counsel).

     The  financial statements of DermaRX Corporation, incorporated by reference
in  the  Company's  Annual  Report (Form 10-KSB) for the year ended February 28,
1999  have  been audited by Paul C. Roberts, Certified Public Accountant, as set
forth in his report incorporated herein by reference and are incorporated herein
in  reliance   upon  such report given upon the authority of the firm as experts
in  auditing  and  accounting.

Indemnification  of  Officers  and  Directors

     Insofar  as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company  has  been  informed  that  in  the  opinion  of  the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.


<PAGE>
                                     PART  II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  Incorporation  of  Documents  by  Reference

     Registrant  hereby  states  that (i) all documents set forth in (a) through
(c)  below,  are  incorporated  by reference in this registration statement, and
(ii)  all  documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered  have  been  sold  or  which  deregisters  all securities then remaining
unsold,  shall be deemed to be   incorporated  by reference in this registration
statement  and  to  be  a part hereof from the date of filing of such documents.

         (a)  Registrant's  latest Annual Report, if any, whether filed pursuant
to  Section  13(a)  or  15(d)  of  the  Exchange  Act;

         (b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange  Act  since  the  end  of  the fiscal year covered by the annual report
referred  to  in  (a),  above;  and

         (c)  The  latest  prospectus  filed  pursuant  to Rule 424(b) under the
Securities  Act.

Item  4.  Description  of  Securities

     The  securities  being  registered  are  common  stock  $.0001  par  value.

Item  5.  Interests  of  Named  Experts  and  Counsel

     Certain matters relating to this Prospectus are being passed upon by Cutler
Law  Group.  M.  Richard  Cutler,  the  Consultant  hereunder,  is  the  sole
shareholder,  officer  and director of MRC Legal Services Corporation which does
business  as  Cutler  Law  Group.

Item  6.  Indemnification  of  Directors  and  Officers

     The  Delaware  General  Corporation  Law empowers a Delaware corporation to
indemnify  any  person  who  is,  or  is  threatened  to  be made, a part to any
threatened,  pending  or  completed  action,  suit  or preceding, whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right  of  such corporation) by reason of the fact that such person is or was an
officer  or director of such corporation, or is or was serving at the request of
such  corporation  as  a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint  venture,  trust  or  other enterprise against
expenses  (including  attorney's  fees),  judgments,  fines  and amounts paid in
settlement,  actually  and reasonably incurred by such person in connection with
such  action,  suit or proceeding, provided that he acted in good faith and in a
manner  he  reasonably  believed to be in or not opposed to the best interest of
the  Corporation, and with respect to any criminal action or proceeding,  has no
reasonable  cause  to  believe his conduct was unlawful.  A Delaware corporation
may indemnify any person made, or threatened to be made, a party to an action by
or  in the right of the Corporation to procure a judgment in its favor by reason
of  the  fact  that  he  is or was a director, officer, employee or agent of the
Corporation,  or  is  or  was  serving  at the of the Corporation as a director,
officer, employee or agent of any other corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees, actually
and  reasonably  incurred by him in connection with the defense or settlement of
the action, or suit, if such director, officer, employee or agent acted, in good
faith,  and  in  a  manner which he reasonably  believed to be in or not opposed
to,  the  best interests of the Corporation.  Indemnification may not be for any
claim,  issue  or matter as to which such person has been adjudged by a court of
competent  jurisdiction,  unless  and only to the extent that the court on which
the  action was brought, or any court of competent jurisdiction, determines upon
application  that,  in  view of all the circumstances of the case, the person is
fairly  and  reasonably entitled to indemnity for such portion of the settlement
amount  and  expenses  as  the  court  deems  proper.

     To  the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding  referred  to  in  the previous paragraph or in defense of any claim,
issue  or  matter therein, the Corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with  the  defense.


Item  7.  Exemption  from  Registration  Claimed

         Not  Applicable.

Item  8.  Consultants and Advisors

     The Consultant who is receiving 250,000 shares is M. Richard Cutler,
who is President of MRC Legal Services Corporation which does business as
Cutler Law Group.

    The Officers who are receiving shares under the Salary Reimbursement Plan
are as follows:

Name                                    Number of Shares
----                                    ----------------

Maryanne Carroll                           60,200
Brian P. Halloran                          19,800
Thomas M. Dean and Norman M. Dean           6,500
Neil J. Feinstein                           4,600
Alan G. Molk                                3,000
John C. Freeland                              600
Peter G. Martin                               700
Thomas M. Dean                                700



Item  9.  Exhibits

         (a)  The  following exhibits are filed as part of this S-8 Registration
Statement  pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated  herein  by  this  reference:

Exhibit  No.                Title

4.                         Not  Applicable

5.                         Opinion of Cutler Law Group regarding the legality of
                           the  securities  registered.

10                         Legal  Services  Agreement  with  M.  Richard  Cutler

15.                        Not  Required

23.1                       Consent of Cutler Law Group to the use of its opinion
                           with respect to the legality of the securities being
                           registered hereby contained in  Item  5,  above.

23.2                       Consent  of  Paul  C.  Roberts,  CPA

27.                        Not  Required

28.                        Not  Required

29.                        Not  Required

Item  9.  Undertakings


     1.  The  undersigned Registrant hereby undertakes to file during any period
in  which  offers  or  sales  are being made, a post-effective amendment to this
Registration  Statement  to include any material information with respect to the
plan  of  distribution not previously disclosed in the Registration Statement of
any  material  change  to  such  information  in  the  Registration  Statement.

     2.  The  undersigned  Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes 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.

     4.  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 15(d) of the Securities Exchange
Act  of  1934  that  is  incorporated by reference in the Registration Statement
shall  be  deemed  to  be a new registration statement related to the securities
offered  therein,  and  the  offering  of  such securities at such time shall be
deemed  to  be  the  initial  bona  fide  offering  thereof.

     5.  Insofar as indemnification for liabilities arising under the Securities
Act  of 1933 may be permitted to directors, officers, and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the  opinion  of  its  counsel,  the  matter  has  been  settled  by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification  by  its is against public policy as expressed in the Act,
and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, 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 on Form S-8 to be signed on its behalf
by  the undersigned, thereunto duly authorized, in Denver, Colorado, on the date
set  forth  below.

Dated:  April  3,  2000
                                                DermaRX  Corporation



                                                By:  /s/  Maryanne  Carroll
                                                    ----------------------------
                                                    Maryanne  Carroll, President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of  the  Corporation  and  in  the  capacities  and  on  the  dates  indicated.


Dated:  April  3,  2000                           /s/  Maryanne  Carroll
                                                --------------------------------
                                                     Maryanne Carroll, President
                                                     Director,  Chairman

Dated:  April  3,  2000                           /s/  Alan Molk
                                                --------------------------------
                                                     Alan Molk, Director

Dated:  April  3,  2000                           /s/  John Freeland
                                                --------------------------------
                                                     John Freeland, Director


<PAGE>
Form  S-8  Registration  Statement

EXHIBIT  INDEX

     The  following  Exhibits  are  filed as part of this Registration Statement
pursuant  to Item 601 of Regulation S-B and are specifically incorporated herein
by  this  reference:

Exhibit  Number
In  Registration
Statement            Descriptions                                  Numbered Page
---------            ------------                                  -------------

5.                   Opinion  of  Counsel                                     10

10.                  Legal  Services  Agreement  with  M.  Richard Cutler     11

23.1                 Consent  of  Cutler  Law  Group                          10
                     (included  in  Opinion  of  Counsel  -  Exhibit  5)

23.2                 Consent  of  Paul  W.  Roberts,  CPA                     17

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28217}]
{"company-data": {"conformed-name": "DERMARX CORP", "cik": "0000793043", "assigned-sic": "3841", "irs-number": "133301899", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33990", "film-number": "593398"}, "business-address": {"street1": "C/O CONNOLLY & HALLORAN P C", "street2": "1121 BROADWAY STE 202", "city": "BOULDER", "state": "CO", "zip": "80302", "phone": "3034407676"}, "mail-address": {"street1": "C/O CONNOLLY & HALLORAN P C", "street2": "1121 BROADWAY SUITE 202", "city": "BOULDER", "state": "CO", "zip": "80302"}, "former-company": [{"former-conformed-name": "INNOTEK INC", "date-changed": "19930421"}, {"former-conformed-name": "VOCALTECH INC", "date-changed": "19920703"}]}
U.S.  SECURITIES  AND  EXCHANGE  COMMISSION

                             Washington,  D.C.  20549

                                    FORM  S-8

                             REGISTRATION  STATEMENT
                                      UNDER
                           THE  SECURITIES  ACT  OF  1933

                              DermaRX  Corporation
             (Exact  name  of  registrant  as  specified  in  its  charter)

           Delaware                                          13-3301899
(State  or other jurisdiction of                      (I.R.S. Employer I.D. No.)
incorporation  or  organization)

                            SALARY REIMBURSEMENT PLAN
                            LEGAL  SERVICES  AGREEMENT
                              (Full  Title  of  Plan)

                                Maryanne  Carroll
                               284  Jackson  Street
                             Denver,  Colorado  80206
                     (Name  and  Address  of  Agent  for  Service)

                                 (303)  333-4600
          (Telephone  number  including  area  code,  of  agent  for  service)

                         CALCULATION  OF  REGISTRATION  FEE
Proposed     Proposed
                                           Maximum      Maximum
Title of                                   Offering     Aggregate       Amount of
Securities          Amount to be           Price Per    Offering        Registration
to be Registered     Registered            Share           Price           Fee(1
------------------------------------------------------------------------------------

Common Stock         346,100                  $.75      $259,575         $68.53
(1)      Based  on  the  trading  price  of  the  Company's  common  stock  in
over-the-counter  trading  on  March  31,  1999.
PROSPECTUS

                                DermaRX  Corporation
                                 284  Jackson  Street
                              Denver,  Colorado  80206

                        (346,100  SHARES  OF  COMMON  STOCK)

     This  Prospectus  relates  to  the offer and sale of DermaRX Corporation, a
Delaware  corporation  (the  "Company")  of shares of its $.001 par value common
stock  (the  "Common  Stock)  to  a  consultant of the Company (the "Consultant)
pursuant  to  an  agreement entered into between the Company and the Consultant.
The  Company  is registering hereunder and then issuing upon receipt of adequate
consideration  therefore to the Consultant 250,000 shares of the Common Stock in
consideration  for  legal  services  rendered  and  to  be  rendered  under  the
agreement.  The  250,000  shares  are  issued  and  effective  subsequent to the
Company's  presently  proposed one for five reverse stock split and consequently
will  not  be  subject  to  the  reverse  stock  split.

     This  Prospectus  also relates to the offer and sale  of shares  of Company
Common  Stock  to  certain officers of the Company in reimbursement of past  due
salary obligations of the Company to such officers (the "Reimbursement Plan").
The  Company  is registering hereunder and then issuing upon receipt of adequate
consideration  therefore to the officers 96,100 shares of the Common Stock in
consideration  for  past due salaries.  The  96,100 shares  are  issued  and
effective  subsequent to the Company's  presently  proposed one for five reverse
stock split and consequently will  not  be  subject  to the reverse stock split.

     The  Common  Stock  is  not  subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the  meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares  in  any  way  permitted  by  law including sales in the over-the-counter
market  at  prices  prevailing  at  the  time  of such sale.  Some of the shares
registered  hereunder  are  being  sold  to  persons who  are  affiliates of the
Company.  An  affiliate  is,  summarily,  any  director,  executive  officer  or
controlling shareholder of the Company. The affiliates of the Company may become
subject  to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange  Act)  which  would  limit  their discretion in transferring the shares
acquired  in the Company.  If the Consultant who is not now an affiliate becomes
an  affiliate  of the Company in the future, it would then be subject to Section
16  (b) of the Exchange Act (See General Information -- Restrictions on Resale).

The  Common  Stock  is  listed  on the OTC bulletin board under the symbol DMRX.

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  April  3,  2000.

     This  Prospectus  is not part of any Registration Statement which was filed
and  been  effective under the Securities Act of 1933 as amended (the Securities
Act)  and  does not contain all of the information set forth in the Registration
Statement, certain portions of which have been offered pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (The
Commission)  under  the  Securities Act. The statements in this Prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  Registration  Statement or other filings of the Company with the Commission
are  qualified  in  their  entirety  by  the  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
Prospectus  but  not  delivered  herewith  will be furnished without charge upon
written or oral request.  Requests should be addressed to:  DermaRX Corporation,
284  Jackson  Street,  Denver,  Colorado  80206.

     The  Company  is  subject to the reporting requirements of the Exchange Act
and  in  accordance  therewith  files  reports  and  other  information with the
Commission. These reports as well as the proxy statements information statements
and  other  information  filed  by  the  Company  under  the Exchange Act may be
reviewed  and  copied  at  the  public  reference  facilities  maintained by the
Commission  at  450  Fifth  Street  N.C.  Washington, D.C. 20549.  Copies may be
obtained  at  the  prescribed  rates.  Copies  may  also  be  obtained  from the
commission's  website  at  www.sec.gov.
                           -----------

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other  than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by  anyone  in  any state in which such is not authorized or in
which  the  person  making  such  is  not  qualified or to any one 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 any implication that there has not been a change
in  the  affairs  of  the  Company  since  the  date  hereof.
TABLE  OF  CONTENTS
                                                                           Page
                                                                           ----
PART  I                                                                        4

INFORMATION  REQUIRED IN THE SECTION 10(a) PROSPECTUS                          4

ITEM  1.  PLAN INFORMATION                                                     4

GENERAL  INFORMATION                                                           4

The  Company                                                                   4
Purpose                                                                        4
Common  Stock                                                                  4
The  Consultant                                                                4
No  Restrictions on Transfer                                                   4
Restrictions  on Resale                                                        4

DOCUMENTS  INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION                  4

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL
             INFORMATION                                                       5

Legal  Opinion and Experts                                                     5

Indemnification  of Officers and Directors                                     5

PART  II                                                                       6

INFORMATION  REQUIRED IN THE REGISTRATION STATEMENT                            6

ITEM  3.  INCORPORATION OF DOCUMENTS BY REFERENCE                              6

ITEM  4.  DESCRIPTION OF SECURITIES                                            6

ITEM  5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                               6

ITEM  6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                            6

ITEM  7.  EXEMPTION FROM REGISTRATION CLAIMED                                  7

ITEM  8.  EXHIBITS                                                             7

ITEM  9.  UNDERTAKINGS                                                         7

SIGNATURES                                                                     8

EXHIBIT  INDEX                                                                 9
PART  I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

Item  1.  Plan  information

GENERAL  INFORMATION

The  Company

     The  Company  has  its  principal  offices  at  284 Jackson Street, Denver,
Colorado  80206,  (303)  333-4600.  The Plans registered hereunder are the
Consulting Agreement and the Employee Salary Reimbursement Plan.

Purposes

     The  Common  Stock  will  be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors  of  the  Company  (the  "Board  of  Directors").  The agreement is in
connection  with  services  by  the  Consultant in connection with corporate and
securities  legal  work  on  behalf of the Company.  A copy of the agreement has
been  filed  as  an  exhibit  to  this  registration  statement.

     TheCommon Stock will also be issued by the Company to certain officers of
the Company in connection with past due salary obligations and an agreement by
the Company to reimburse such past due salary obligations with shares of its
Common Stock.

     Neither of the Plans is subject to any of the provisions of ERISA.

Common  Stock

     The Board has authorized the issuance of up to 250,000 shares of the Common
Stock  to  the  Consultant  upon  effectiveness  of this registration statement.

     The Board has also authorized the issuance of up to 96,100 shares of the
Common Stock to the Officers upon effectiveness of this registration statement.

The  Consultant and the Officers

     The  Consultant  has  agreed  to  provide  its  expertise and advice to the
Company  on  a  non-exclusive  basis in connection with corporate and securities
legal  work  on  behalf  of  the  Company.

     The Officers provided general business services to the Company in their
administrative and officer roles on behalf of the Company.

No  Restrictions  on  Transfer

    The Consultant and the Officers will become the record and beneficial owner
of the shares of Common  Stock upon issuance and delivery and are entitled to
all of the rights of ownership,  including  the  right  to  vote  any  shares
awarded and to receive ordinary  cash  dividends  on  the  Common  Stock.

Tax Consequences

     The Consultant and the Officers may be subject to federal income tax
consequences on the receipt of the shares of Common Stock under the Consulting
Agreement and the Salary Reimbursement Plan.  Neither of the Plans is qualified
under Section 401(a) of the Internal Revenue Code.

Restrictions  on  Resales

     In  the  event  that  an affiliate of the Company acquires shares of Common
Stock  hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in  the  event that any affiliate acquiring shares hereunder has
sold  or  sells  any  shares  of  Common  Stock  in  the six months preceding or
following  the  receipt of shares hereunder, any so called "profit", as computed
under  Section 16(b) of the Exchange Act, would be required to be disgorged from
the  recipient  to the Company.  Services rendered have been recognized as valid
consideration  for  the  "purchase"  of  shares  in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for  the  purpose of any "profit" computation under 16(b) the price paid for the
common  stock  issued  to affiliates is equal to the value of services rendered.
Shares  of common Stock acquired hereunder by persons other than  affiliates are
not  subject  to  Section  16(b)  of  the  Exchange  Act.

Documents  Incorporated  By  Reference  and  Additional  Information

     The  Company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended February 28, 1999, filed pursuant to Section 13 of the
Exchange  Act,  (ii)  any  and  all  Forms  10-QSB filed under the Securities or
Exchange  Act  subsequent to any filed form 10-KSB, as well as all other reports
filed under Section 13 of the Exchange Act, and (iii) its annual report, if any,
to  shareholders  delivered  pursuant  to  Rule  14a-3  of the Exchange Act.  In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or  15(d)  of  the  Exchange  Act  prior to the termination of this offering are
deemed  to  be  incorporated  by reference into this Prospectus and to be a part
hereof  from  the date of filing.  All documents which when together, constitute
this  Prospectus,  will  be  sent  or given to participants by the Registrant as
specified  by  Rule  428(b)(1)  of  the  Securities  Act.

Item  2.  Registrant  Information  and  Employee  Plan  Annual  Information

     A  copy  of  any  document or part hereof incorporated by reference in this
Registration  Statement  but  not delivered with this Prospectus of any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon written or oral request.  Request should be
addressed  to  the  Company  at  284  Jackson  Street,  Denver,  Colorado 80206.

Legal  Opinions  and  Experts

     Cutler  Law Group has rendered an opinion on the validity of the securities
being  registered.  M.  Richard  Cutler,  the  Consultant hereunder, is the sole
officer,  director  and shareholder of MRC Legal Services Corporation which does
business  as  Cutler Law Group.  Mr. Cutler is not an "affiliate" of the Company
and  does not have a substantial interest in the registrant.  (See PART II, ITEM
5  -  Interests  of  Named  Experts  and  Counsel).

     The  financial statements of DermaRX Corporation, incorporated by reference
in  the  Company's  Annual  Report (Form 10-KSB) for the year ended February 28,
1999  have  been audited by Paul C. Roberts, Certified Public Accountant, as set
forth in his report incorporated herein by reference and are incorporated herein
in  reliance   upon  such report given upon the authority of the firm as experts
in  auditing  and  accounting.

Indemnification  of  Officers  and  Directors

     Insofar  as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company  has  been  informed  that  in  the  opinion  of  the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.
PART  II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  Incorporation  of  Documents  by  Reference

     Registrant  hereby  states  that (i) all documents set forth in (a) through
(c)  below,  are  incorporated  by reference in this registration statement, and
(ii)  all  documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered  have  been  sold  or  which  deregisters  all securities then remaining
unsold,  shall be deemed to be   incorporated  by reference in this registration
statement  and  to  be  a part hereof from the date of filing of such documents.

         (a)  Registrant's  latest Annual Report, if any, whether filed pursuant
to  Section  13(a)  or  15(d)  of  the  Exchange  Act;

         (b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange  Act  since  the  end  of  the fiscal year covered by the annual report
referred  to  in  (a),  above;  and

         (c)  The  latest  prospectus  filed  pursuant  to Rule 424(b) under the
Securities  Act.

Item  4.  Description  of  Securities

     The  securities  being  registered  are  common  stock  $.0001  par  value.

Item  5.  Interests  of  Named  Experts  and  Counsel

     Certain matters relating to this Prospectus are being passed upon by Cutler
Law  Group.  M.  Richard  Cutler,  the  Consultant  hereunder,  is  the  sole
shareholder,  officer  and director of MRC Legal Services Corporation which does
business  as  Cutler  Law  Group.

Item  6.  Indemnification  of  Directors  and  Officers

     The  Delaware  General  Corporation  Law empowers a Delaware corporation to
indemnify  any  person  who  is,  or  is  threatened  to  be made, a part to any
threatened,  pending  or  completed  action,  suit  or preceding, whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right  of  such corporation) by reason of the fact that such person is or was an
officer  or director of such corporation, or is or was serving at the request of
such  corporation  as  a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint  venture,  trust  or  other enterprise against
expenses  (including  attorney's  fees),  judgments,  fines  and amounts paid in
settlement,  actually  and reasonably incurred by such person in connection with
such  action,  suit or proceeding, provided that he acted in good faith and in a
manner  he  reasonably  believed to be in or not opposed to the best interest of
the  Corporation, and with respect to any criminal action or proceeding,  has no
reasonable  cause  to  believe his conduct was unlawful.  A Delaware corporation
may indemnify any person made, or threatened to be made, a party to an action by
or  in the right of the Corporation to procure a judgment in its favor by reason
of  the  fact  that  he  is or was a director, officer, employee or agent of the
Corporation,  or  is  or  was  serving  at the of the Corporation as a director,
officer, employee or agent of any other corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees, actually
and  reasonably  incurred by him in connection with the defense or settlement of
the action, or suit, if such director, officer, employee or agent acted, in good
faith,  and  in  a  manner which he reasonably  believed to be in or not opposed
to,  the  best interests of the Corporation.  Indemnification may not be for any
claim,  issue  or matter as to which such person has been adjudged by a court of
competent  jurisdiction,  unless  and only to the extent that the court on which
the  action was brought, or any court of competent jurisdiction, determines upon
application  that,  in  view of all the circumstances of the case, the person is
fairly  and  reasonably entitled to indemnity for such portion of the settlement
amount  and  expenses  as  the  court  deems  proper.

     To  the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding  referred  to  in  the previous paragraph or in defense of any claim,
issue  or  matter therein, the Corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with  the  defense.

Item  7.  Exemption  from  Registration  Claimed

         Not  Applicable.

Item  8.  Consultants and Advisors

     The Consultant who is receiving 250,000 shares is M. Richard Cutler,
who is President of MRC Legal Services Corporation which does business as
Cutler Law Group.

    The Officers who are receiving shares under the Salary Reimbursement Plan
are as follows:

Name                                    Number of Shares
----                                    ----------------

Maryanne Carroll                           60,200
Brian P. Halloran                          19,800
Thomas M. Dean and Norman M. Dean           6,500
Neil J. Feinstein                           4,600
Alan G. Molk                                3,000
John C. Freeland                              600
Peter G. Martin                               700
Thomas M. Dean                                700

Item  9.  Exhibits

         (a)  The  following exhibits are filed as part of this S-8 Registration
Statement  pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated  herein  by  this  reference:

Exhibit  No.                Title

4.                         Not  Applicable

5.                         Opinion of Cutler Law Group regarding the legality of
                           the  securities  registered.

10                         Legal  Services  Agreement  with  M.  Richard  Cutler

15.                        Not  Required

23.1                       Consent of Cutler Law Group to the use of its opinion
                           with respect to the legality of the securities being
                           registered hereby contained in  Item  5,  above.

23.2                       Consent  of  Paul  C.  Roberts,  CPA

27.                        Not  Required

28.                        Not  Required

29.                        Not  Required

Item  9.  Undertakings

     1.  The  undersigned Registrant hereby undertakes to file during any period
in  which  offers  or  sales  are being made, a post-effective amendment to this
Registration  Statement  to include any material information with respect to the
plan  of  distribution not previously disclosed in the Registration Statement of
any  material  change  to  such  information  in  the  Registration  Statement.

     2.  The  undersigned  Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes 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.

     4.  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 15(d) of the Securities Exchange
Act  of  1934  that  is  incorporated by reference in the Registration Statement
shall  be  deemed  to  be a new registration statement related to the securities
offered  therein,  and  the  offering  of  such securities at such time shall be
deemed  to  be  the  initial  bona  fide  offering  thereof.

     5.  Insofar as indemnification for liabilities arising under the Securities
Act  of 1933 may be permitted to directors, officers, and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the  opinion  of  its  counsel,  the  matter  has  been  settled  by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification  by  its is against public policy as expressed in the Act,
and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, 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 on Form S-8 to be signed on its behalf
by  the undersigned, thereunto duly authorized, in Denver, Colorado, on the date
set  forth  below.

Dated:  April  3,  2000
                                                DermaRX  Corporation

                                                By:  /s/  Maryanne  Carroll
                                                    ----------------------------
                                                    Maryanne  Carroll, President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of  the  Corporation  and  in  the  capacities  and  on  the  dates  indicated.

Dated:  April  3,  2000                           /s/  Maryanne  Carroll
                                                --------------------------------
                                                     Maryanne Carroll, President
                                                     Director,  Chairman

Dated:  April  3,  2000                           /s/  Alan Molk
                                                --------------------------------
                                                     Alan Molk, Director

Dated:  April  3,  2000                           /s/  John Freeland
                                                --------------------------------
                                                     John Freeland, Director
Form  S-8  Registration  Statement

EXHIBIT  INDEX

     The  following  Exhibits  are  filed as part of this Registration Statement
pursuant  to Item 601 of Regulation S-B and are specifically incorporated herein
by  this  reference:

Exhibit  Number
In  Registration
Statement            Descriptions                                  Numbered Page
---------            ------------                                  -------------

5.                   Opinion  of  Counsel                                     10

10.                  Legal  Services  Agreement  with  M.  Richard Cutler     11

23.1                 Consent  of  Cutler  Law  Group                          10
                     (included  in  Opinion  of  Counsel  -  Exhibit  5)

23.2                 Consent  of  Paul  W.  Roberts,  CPA                     17