UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          DISCOVERY LABORATORIES, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                                    94-3171943
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                     Identification No.)

      350 South Main Street, Suite 307                           18901
          Doylestown, Pennsylvania                            (Zip Code)
  (Address of Principal Executive Offices)

             Discovery Laboratories, Inc. 1998 Stock Incentive Plan
                            (Full title of the plan)

                             Robert Capetola, Ph.D.
                             Chief Executive Officer
                          DISCOVERY LABORATORIES, INC.
                        350 South Main Street, Suite 307
                         Doylestown, Pennsylvania 18901
                     (Name and address of agent for service)

                                 (215) 340-4699
          (Telephone Number, Including Area Code, of Agent for Service)
                                   -----------
                                   Copies to:
                                Steven A. Fishman
                                Battle Fowler LLP
                               75 East 55th Street
                            New York, New York 10022


<TABLE>
                                                      Calculation of Registration Fee
=========================================  ================  ===================== ======================== =====================
<S>                                         <C>                <C>                   <C>                         <C>
                                                                Proposed maximum     Proposed maximum
                                             Amount to be      offering price per   aggregate offering            Amount of
    Title of securities to be registered    registered (1)          share(2)             price(1)            registration fee(2)
---------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock                        794,935                7 15/16          $6,309,796.56              $1,655.79
=========================================  ================  ===================== ======================== =====================

</TABLE>

(1)    Represents  additional  shares of Common  Stock  issuable  under the 1998
       Stock  Incentive  Plan,  as a result  of the  amendment  of such  plan to
       increase the number of shares  issuable under such plan from 1,406,024 to
       2,200,959.  This  Registration  Statement shall also cover any additional
       shares  of  Common  Stock  which  become  issuable  under  the  Discovery
       Laboratories,  Inc.  1998  Stock  Incentive  Plan by  reason of any stock
       dividend,  stock split,  recapitalization  or other  similar  transaction
       effected without the Registrant's receipt of consideration, which results
       in an increase in the number of the  outstanding  shares of  Registrant's
       Common Stock.

(2)    Pursuant to paragraphs  (c) and (h) of Rule 457 of the  Securities Act of
       1933, as amended (the  "Securities  Act"),  the proposed maximum offering
       price per share of such shares of beneficial interest is estimated solely
       for the purpose of determining the registration fee and is based upon the
       average of the high and low prices per share of the  Registrant's  shares
       of beneficial  interest  reported on the Nasdaq Small Cap Stock Market on
       March 22, 2000.

915309.3

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

                  The documents  containing  the  information  specified in this
Item  will be sent or given to each  participant  who has been  granted  options
("Options")  for the  purchase  of shares  of Common  Stock  (the  "Shares")  of
Discovery  Laboratories,  Inc., a Delaware  corporation (the "Registrant") under
the Discovery Laboratories, Inc. 1998 Stock Incentive Plan (the "Plan"), and, in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission  (the  "Commission"),  are not being filed with, or included in, this
Registration Statement on Form S-8 (the "Registration Statement").

Item 2.  Registration Information and Employee Plan Annual Information

                  The documents  containing  the  information  specified in this
Item will be sent or given to employees who have been granted  Options under the
Plan and, in accordance with the rules and  regulations of the  Commission,  are
not being filed with, or included in, this Registration Statement.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                  The following documents, which have been heretofore filed with
the  Commission  by the  Registrant,  are  incorporated  by  reference  in  this
Registration Statement:

         1. The  Registrant's  Annual  Report on Form 10-KSB for the fiscal year
ended December 31, 1998, as amended, including any documents or portions thereof
incorporated by reference therein;

         2. The  Registrant's  Quarterly  Report on Form  10-QSB  for the fiscal
quarter ended March 31, 1999, as amended, June 30, 1999 and September 30, 1999;

         3. The  Registrant's  Definitive Proxy Statement dated May 28, 1999 for
the  Annual  Meeting  of  Shareholders  held on June  28,  1999,  including  any
documents or portions thereof incorporated by reference therein;

         4. The  Registrant's  Form 8-K's filed with the Commission on August 9,
1999, October 15, 1999 and February 8, 2000.

         5. The  description of the Common Stock  contained in the  Registrant's
Registration Statement on Form S-8 filed with the Commission on July 24, 1998.

         6. All other  documents  filed by the  Registrant  with the  Commission
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of this offering.

915309.3

<PAGE>


                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be  incorporated  by  reference  herein and to be part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not applicable.

Item 6.  Indemnification of Directors and Officers

         The Registrant's  Certificate of Incorporation  limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that  directors  of a  corporation  will not be  personally  liable for monetary
damages for breach of their fiduciary duties as directors,  except for liability
for  (i)  any  breach  of  their  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii)  acts  or  omissions  not in  good  faith  or  that  involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful  stock  repurchases  or redemptions as provided in Section
174 of the Delaware General  Corporation Law, or (iv) any transaction from which
the director derives an improper personal benefit.

         The Registrant's Bylaws provide that the Registrant shall indemnify its
directors  and may  indemnify  its  officers,  employees and other agents to the
fullest extent permitted by law.

         The  Registrant  has entered into separate  indemnification  agreements
with  each  of  its  directors  and  officers.   These  agreements  require  the
Registrant,  among other things,  to indemnify such director or officer  against
expenses  (including   attorney's  fees),   judgments,   fines  and  settlements
(collectively,  "Liabilities")  paid by such  individual in connection  with any
action, suit or proceeding arising out of such individual's status or service as
a director or officer of the  Registrant  (other than  Liabilities  arising from
willful  misconduct  or conduct that is  knowingly  fraudulent  or  deliberately
dishonest)  and to advance  expenses  incurred by such  individual in connection
with  any  proceeding  against  such  individual  with  respect  to  which  such
individual may be entitled to indemnification by the Registrant.

Item 8.  Exhibits.

     4.1 Discovery Laboratories, Inc. 1998 Stock Incentive Plan, as amended.

     5.1 Opinion of Battle Fowler LLP  regarding the legality of the  securities
being registered.


915309.3
                                       -2-

<PAGE>



     23.1     Consent of Battle Fowler LLP (Included in Exhibit 5.1).

     23.2     Consent of Richard A. Eisner & Company, LLP.

Item 9.  Undertakings.

                  (a)      The Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
         are  being  made,  a  post-effective  amendment  to  this  Registration
         Statement:

                           (i) To include  any  prospectus  required  by Section
                  10(a)(3) of the Securities Act;

                          (ii) To reflect in the  prospectus any facts or events
                  arising  after  the  effective   date  of  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule  424(b)  (ss.230.424(b)  of this  chapter)  if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20% change in the maximum aggregate  offering price set
                  forth in the  "Calculation of  Registration  Fee" table in the
                  effective registration statement;

                         (iii) To include any material  information with respect
                  to the plan of distribution  not previously  disclosed in this
                  Registration   Statement  or  any  material   change  to  such
                  information in this Registration Statement;

                  provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
         above do not apply if the  information  required  to be  included  in a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section 15(d)
         of the  Exchange  Act  that  are  incorporated  by  reference  in  this
         Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities  being  registered  hereby which remain
         unsold at the termination of the offering.

                  (b) The  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act 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.


915309.3
                                       -3-

<PAGE>



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


915309.3
                                       -4-

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New York,  State of New York,  on this 21st day of
March, 2000.


                                          DISCOVERY LABORATORIES, INC.


                                          By:  /s/ Robert Capetola, Ph.D.
                                               --------------------------------
                                               Robert Capetola, Ph.D.
                                               Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below under the heading  "Signature"  constitutes and appoints Joseph F.
Hughes, or John G. Sharkey. his true and lawful  attorney-in-fact and agent with
full power of substitution  and  resubstitution,  for him and in his name, place
and  stead,  in any and all  capacities  to sign any or all  amendments  to this
Registration  Statement,  and to file the same,  with all  exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said attorneys-in-fact and agents, each acting alone,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the premises,  as 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, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
                  Signature                                   Title                                Date
                  ---------                                   -----                                ----
<S>                                              <C>                                      <C>

/s/ Robert Capetola, Ph.D.
----------------------------------------         President and Chief Executive                 March 21, 2000
           Robert Capetola, Ph.D.                Officer and Director
                                                 (Principal Executive Officer)


/s/ Evan Myrianthopoulos                         Vice President of Finance
----------------------------------------         (Principal Financial and                      March 21, 2000
            Evan Myrianthopoulos                   Accounting Officer)




/s/ Steve H. Kanzer, C.P.A., Esq.                Chairman of the Board of Directors            February 18, 2000
----------------------------------------
        Steve H. Kanzer, C.P.A., Esq.


915309.3
                                                        -5-

<PAGE>



                  Signature                                   Title                                Date
                  ---------                                   -----                                ----



/s/ Max Link, Ph.D.                                         Director
----------------------------------------                                                       February 25, 2000
               Max Link, Ph.D.

/s/ Herbert McDade
----------------------------------------                    Director                           March 21, 2000
               Herbert McDade


/s/ David Naveh, Ph.D.                                      Director
----------------------------------------                                                       February 23, 2000
             David Naveh, Ph.D.

/s/ Richard Power
----------------------------------------                    Director                           February 23, 2000
                Richard Power


/s/ Mark Rogers, M.D.                                       Director
----------------------------------------                                                       March 21, 2000
              Mark Rogers, M.D.


/s/ Marvin Rosenthale, Ph.D.                                Director
----------------------------------------                                                       March 21, 2000
          Marvin Rosenthale, Ph.D.


/s/ Richard Sperber
----------------------------------------                    Director                           March 21, 2000
               Richard Sperber
</TABLE>




915309.3
                                       -6-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 20033}]
{"company-data": {"conformed-name": "DISCOVERY LABORATORIES INC /DE/", "cik": "0000946486", "assigned-sic": "2836", "irs-number": "943171943", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33900", "film-number": "592495"}, "business-address": {"street1": "350 MAIN STREET SUITE 307", "city": "DOYLESTOWN", "state": "PA", "zip": "18901", "phone": "2152404699"}, "mail-address": {"street1": "350 MAIN STREET SUITE 307", "city": "DOYLESTOWN", "state": "PA", "zip": "18901"}, "former-company": [{"former-conformed-name": "ANSAN PHARMACEUTICALS INC", "date-changed": "19961121"}, {"former-conformed-name": "ANSAN INC", "date-changed": "19950609"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          DISCOVERY LABORATORIES, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                                    94-3171943
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                     Identification No.)

      350 South Main Street, Suite 307                           18901
          Doylestown, Pennsylvania                            (Zip Code)
  (Address of Principal Executive Offices)

             Discovery Laboratories, Inc. 1998 Stock Incentive Plan
                            (Full title of the plan)

                             Robert Capetola, Ph.D.
                             Chief Executive Officer
                          DISCOVERY LABORATORIES, INC.
                        350 South Main Street, Suite 307
                         Doylestown, Pennsylvania 18901
                     (Name and address of agent for service)

                                 (215) 340-4699
          (Telephone Number, Including Area Code, of Agent for Service)
                                   -----------
                                   Copies to:
                                Steven A. Fishman
                                Battle Fowler LLP
                               75 East 55th Street
                            New York, New York 10022

                                                      Calculation of Registration Fee
=========================================  ================  ===================== ======================== =====================
Proposed maximum     Proposed maximum
                                             Amount to be      offering price per   aggregate offering            Amount of
    Title of securities to be registered    registered (1)          share(2)             price(1)            registration fee(2)
---------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock                        794,935                7 15/16          $6,309,796.56              $1,655.79
=========================================  ================  ===================== ======================== =====================
(1)    Represents  additional  shares of Common  Stock  issuable  under the 1998
       Stock  Incentive  Plan,  as a result  of the  amendment  of such  plan to
       increase the number of shares  issuable under such plan from 1,406,024 to
       2,200,959.  This  Registration  Statement shall also cover any additional
       shares  of  Common  Stock  which  become  issuable  under  the  Discovery
       Laboratories,  Inc.  1998  Stock  Incentive  Plan by  reason of any stock
       dividend,  stock split,  recapitalization  or other  similar  transaction
       effected without the Registrant's receipt of consideration, which results
       in an increase in the number of the  outstanding  shares of  Registrant's
       Common Stock.

(2)    Pursuant to paragraphs  (c) and (h) of Rule 457 of the  Securities Act of
       1933, as amended (the  "Securities  Act"),  the proposed maximum offering
       price per share of such shares of beneficial interest is estimated solely
       for the purpose of determining the registration fee and is based upon the
       average of the high and low prices per share of the  Registrant's  shares
       of beneficial  interest  reported on the Nasdaq Small Cap Stock Market on
       March 22, 2000.

915309.3
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

                  The documents  containing  the  information  specified in this
Item  will be sent or given to each  participant  who has been  granted  options
("Options")  for the  purchase  of shares  of Common  Stock  (the  "Shares")  of
Discovery  Laboratories,  Inc., a Delaware  corporation (the "Registrant") under
the Discovery Laboratories, Inc. 1998 Stock Incentive Plan (the "Plan"), and, in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission  (the  "Commission"),  are not being filed with, or included in, this
Registration Statement on Form S-8 (the "Registration Statement").

Item 2.  Registration Information and Employee Plan Annual Information

                  The documents  containing  the  information  specified in this
Item will be sent or given to employees who have been granted  Options under the
Plan and, in accordance with the rules and  regulations of the  Commission,  are
not being filed with, or included in, this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                  The following documents, which have been heretofore filed with
the  Commission  by the  Registrant,  are  incorporated  by  reference  in  this
Registration Statement:

         1. The  Registrant's  Annual  Report on Form 10-KSB for the fiscal year
ended December 31, 1998, as amended, including any documents or portions thereof
incorporated by reference therein;

         2. The  Registrant's  Quarterly  Report on Form  10-QSB  for the fiscal
quarter ended March 31, 1999, as amended, June 30, 1999 and September 30, 1999;

         3. The  Registrant's  Definitive Proxy Statement dated May 28, 1999 for
the  Annual  Meeting  of  Shareholders  held on June  28,  1999,  including  any
documents or portions thereof incorporated by reference therein;

         4. The  Registrant's  Form 8-K's filed with the Commission on August 9,
1999, October 15, 1999 and February 8, 2000.

         5. The  description of the Common Stock  contained in the  Registrant's
Registration Statement on Form S-8 filed with the Commission on July 24, 1998.

         6. All other  documents  filed by the  Registrant  with the  Commission
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of this offering.

915309.3
All documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be  incorporated  by  reference  herein and to be part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not applicable.

Item 6.  Indemnification of Directors and Officers

         The Registrant's  Certificate of Incorporation  limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that  directors  of a  corporation  will not be  personally  liable for monetary
damages for breach of their fiduciary duties as directors,  except for liability
for  (i)  any  breach  of  their  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii)  acts  or  omissions  not in  good  faith  or  that  involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful  stock  repurchases  or redemptions as provided in Section
174 of the Delaware General  Corporation Law, or (iv) any transaction from which
the director derives an improper personal benefit.

         The Registrant's Bylaws provide that the Registrant shall indemnify its
directors  and may  indemnify  its  officers,  employees and other agents to the
fullest extent permitted by law.

         The  Registrant  has entered into separate  indemnification  agreements
with  each  of  its  directors  and  officers.   These  agreements  require  the
Registrant,  among other things,  to indemnify such director or officer  against
expenses  (including   attorney's  fees),   judgments,   fines  and  settlements
(collectively,  "Liabilities")  paid by such  individual in connection  with any
action, suit or proceeding arising out of such individual's status or service as
a director or officer of the  Registrant  (other than  Liabilities  arising from
willful  misconduct  or conduct that is  knowingly  fraudulent  or  deliberately
dishonest)  and to advance  expenses  incurred by such  individual in connection
with  any  proceeding  against  such  individual  with  respect  to  which  such
individual may be entitled to indemnification by the Registrant.

Item 8.  Exhibits.

     4.1 Discovery Laboratories, Inc. 1998 Stock Incentive Plan, as amended.

     5.1 Opinion of Battle Fowler LLP  regarding the legality of the  securities
being registered.

915309.3
                                       -2-
23.1     Consent of Battle Fowler LLP (Included in Exhibit 5.1).

     23.2     Consent of Richard A. Eisner & Company, LLP.

Item 9.  Undertakings.

                  (a)      The Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
         are  being  made,  a  post-effective  amendment  to  this  Registration
         Statement:

                           (i) To include  any  prospectus  required  by Section
                  10(a)(3) of the Securities Act;

                          (ii) To reflect in the  prospectus any facts or events
                  arising  after  the  effective   date  of  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule  424(b)  (ss.230.424(b)  of this  chapter)  if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20% change in the maximum aggregate  offering price set
                  forth in the  "Calculation of  Registration  Fee" table in the
                  effective registration statement;

                         (iii) To include any material  information with respect
                  to the plan of distribution  not previously  disclosed in this
                  Registration   Statement  or  any  material   change  to  such
                  information in this Registration Statement;

                  provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
         above do not apply if the  information  required  to be  included  in a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section 15(d)
         of the  Exchange  Act  that  are  incorporated  by  reference  in  this
         Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities  being  registered  hereby which remain
         unsold at the termination of the offering.

                  (b) The  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act 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.

915309.3
                                       -3-
(c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the payment by  Registrant  of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

915309.3
                                       -4-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New York,  State of New York,  on this 21st day of
March, 2000.

                                          DISCOVERY LABORATORIES, INC.

                                          By:  /s/ Robert Capetola, Ph.D.
                                               --------------------------------
                                               Robert Capetola, Ph.D.
                                               Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below under the heading  "Signature"  constitutes and appoints Joseph F.
Hughes, or John G. Sharkey. his true and lawful  attorney-in-fact and agent with
full power of substitution  and  resubstitution,  for him and in his name, place
and  stead,  in any and all  capacities  to sign any or all  amendments  to this
Registration  Statement,  and to file the same,  with all  exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said attorneys-in-fact and agents, each acting alone,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the premises,  as 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, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                   Title                                Date
                  ---------                                   -----                                ----
/s/ Robert Capetola, Ph.D.
----------------------------------------         President and Chief Executive                 March 21, 2000
           Robert Capetola, Ph.D.                Officer and Director
                                                 (Principal Executive Officer)

/s/ Evan Myrianthopoulos                         Vice President of Finance
----------------------------------------         (Principal Financial and                      March 21, 2000
            Evan Myrianthopoulos                   Accounting Officer)

/s/ Steve H. Kanzer, C.P.A., Esq.                Chairman of the Board of Directors            February 18, 2000
----------------------------------------
        Steve H. Kanzer, C.P.A., Esq.

915309.3
                                                        -5-
Signature                                   Title                                Date
                  ---------                                   -----                                ----

/s/ Max Link, Ph.D.                                         Director
----------------------------------------                                                       February 25, 2000
               Max Link, Ph.D.

/s/ Herbert McDade
----------------------------------------                    Director                           March 21, 2000
               Herbert McDade

/s/ David Naveh, Ph.D.                                      Director
----------------------------------------                                                       February 23, 2000
             David Naveh, Ph.D.

/s/ Richard Power
----------------------------------------                    Director                           February 23, 2000
                Richard Power

/s/ Mark Rogers, M.D.                                       Director
----------------------------------------                                                       March 21, 2000
              Mark Rogers, M.D.

/s/ Marvin Rosenthale, Ph.D.                                Director
----------------------------------------                                                       March 21, 2000
          Marvin Rosenthale, Ph.D.

/s/ Richard Sperber
----------------------------------------                    Director                           March 21, 2000
               Richard Sperber
915309.3
                                       -6-