Edgar Filing: DUSA PHARMACEUTICALS INC

As filed with the Securities and Exchange Commission on May 19, 2004

Registration Nos.: 333-92259 and 333-57890
================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

NEW JERSEY 22-3103129
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

25 UPTON DRIVE
WILMINGTON, MASSACHUSETTS 01887
(978) 657-7500
(Address, including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)

1991 INCENTIVE STOCK OPTION PLAN OF DEPRENYL USA, INC.
DUSA PHARMACEUTICALS, INC. 1994 RESTRICTED STOCK OPTION PLAN
DUSA PHARMACEUTICALS, INC. 1996 OMNIBUS PLAN, AS AMENDED
STOCK OPTION AGREEMENTS FOR D. GEOFFREY SHULMAN
STOCK OPTION AGREEMENT FOR RICHARD C. LUFKIN
STOCK OPTION AGREEMENTS FOR SCOTT LUNDAHL
CLASS B WARRANT AGREEMENT FOR D. GEOFFREY SHULMAN
(Full title of the plans)

NANETTE W. MANTELL, ESQ.
REED SMITH LLP
PRINCETON FORRESTAL VILLAGE
136 MAIN STREET - SUITE 250
PRINCETON, NEW JERSEY 08543-7839
(609) 514-8541

(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)

COPIES TO:
DR. D. GEOFFREY SHULMAN, PRESIDENT
DUSA PHARMACEUTICALS, INC.
25 UPTON DRIVE
WILMINGTON, MASSACHUSETTS 01887
(978) 657-7500

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Maximum Maximum
Amount Offering Price Aggregate Amount of
Title of Each Class of Securities to be Per Offering Registration
to be Registered Registered Share Price Fee
---------------------------------------------------------------------------------------------------------------------------

1991 Incentive Stock Option Plan - Shares of common
stock, no par value (options issued and outstanding) (1) (1) (1) (1)

1994 Restricted Stock Option Plan - Shares of common
stock, no par value (options issued and outstanding) (1) (1) (1) (1)

1996 Omnibus Plan, as Amended - Shares of common stock,
no par value (options reserved for future grants) (1) (1) (1) (1)

1996 Omnibus Plan, as Amended - Shares of common stock,
no par value (options issued and outstanding) (1) (1) (1) (1)

Shares of common stock, no par value (1) (1) (1) (1)

(1) No additional securities are being registered and registration fees were
paid upon the filings of the original Registration Statements on Form S-8 and
Post-Effective Amendment No. 1 with the Securities and Exchange Commission
(Registration Nos. 333-92259 and 333-57890). Therefore, no further registration
fee is required.

INTRODUCTORY STATEMENT

This registration statement relates to shares of DUSA Pharmaceuticals,
Inc. common stock, no par value, eligible for issuance under the 1991 Incentive
Stock Option Plan Of Deprenyl USA, Inc. (Deprenyl USA, Inc. is the former name
of DUSA Pharmaceuticals, Inc.), the DUSA Pharmaceuticals, Inc. 1994 Restricted
Stock Option Plan, the DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as amended,
Stock Option Agreements For D. Geoffrey Shulman, Richard C. Lufkin and Scott
Lundahl and a Class B Warrant Agreement for D. Geoffrey Shulman (the "Shares").
The Shares were previously registered on a registration statement on Form S-8
filed with the Securities and Exchange Commission on December 7, 1999, file
number 333-92259, a registration statement on Form S-8 filed with the Securities
and Exchange Commission on March 29, 2001, file number 333-57890, and a
Post-Effective Amendment to Form S-8, filed on September 5, 2001, file number
333-92259.

This registration statement is being filed to include a resale prospectus.
The inclusion of the individuals listed under the "Selling Securityholder"
section of the resale prospectus does not constitute a commitment to sell any or
all of the stated number of Shares. The number of Shares offered shall be
determined from time to time by each selling securityholder at their sole
discretion and such individuals are listed as a selling securityholder solely to
register the Shares that each has received or will receive upon the exercise of
options under various equity compensation plans.

This registration statement contains two parts. The first part contains a
resale prospectus prepared in accordance with Instruction C of the General
Instructions to Form S-8 which covers the reoffer and resales of the Shares. The
second part contains information required to be included in Part II of a
post-effective amendment to registration statement on Form S-8. In accord with
the Note to Part I of the Form S-8, information regarding the applicable plans
pursuant to which the Shares may be issued will be delivered to each participant
in the respective plan or plans and does not need to be filed with the
Securities and Exchange Commission.

In accordance with the provisions of General Instruction E of Form S-8,
DUSA hereby incorporates by reference the contents of DUSA's currently effective
registration statements on Form S-8, file numbers 333-92259 and 333-57890, filed
with the Securities and Exchange Commission on December 7, 1999 and March 29,
2001, respectively, and a post effective amendment to Form S-8, file number
333-92259, filed on September 5, 2001.

REOFFER PROSPECTUS

2,284,350 Shares of Common Stock by Selling Securityholders

DUSA Pharmaceuticals, Inc.

The shares of common stock of DUSA Pharmaceuticals, Inc. covered by this
reoffer prospectus, may be offered and sold to the public by certain selling
securityholders of DUSA. The selling securityholders have acquired the shares
through their exercise of stock options and/or a warrant granted to them under
DUSA's 1991 Incentive Stock Option Plan Of Deprenyl USA, Inc. (Deprenyl USA,
Inc. is the former name of DUSA Pharmaceuticals, Inc.), 1994 Restricted Stock
Option Plan, 1996 Omnibus Plan, as amended, Stock Option Agreements for D.
Geoffrey Shulman, Richard C. Lufkin and Scott Lundahl and a Class B Warrant
Agreement for D. Geoffrey Shulman.

Our common stock is quoted on the Nasdaq National Market under the symbol
"DUSA." On May 17, 2004, the closing price of a share of our common stock on the
Nasdaq National Market was $10.34 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 2.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this reoffer prospectus is May 19, 2004.

TABLE OF CONTENTS

Page
----

DUSA Pharmaceuticals, Inc..................................... 1
Risk Factors.................................................. 2
Use of Proceeds............................................... 12
Selling Securityholders....................................... 13
Plan of Distribution.......................................... 16
Legal Matters................................................. 16
Experts....................................................... 16
Where You Can Find More Information........................... 17
Incorporation of Certain Documents by Reference............... 18

The mailing address and telephone number of our principal executive
offices is 25 Upton Drive, Wilmington, Massachusetts 01887 and (978) 657-7500.

You should rely only on the information contained in this reoffer
prospectus or any supplement. We have not authorized anyone to provide you with
information different from that which is contained in or incorporated by
reference to this reoffer prospectus. We are offering to sell shares of common
stock and seeking offers to buy shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this reoffer
prospectus is accurate only as of the date of this reoffer prospectus,
regardless of the time of delivery of this reoffer prospectus or of any sale of
the common stock.

DUSA PHARMACEUTICALS, INC.

We are a pharmaceutical company developing drugs in combination with light
devices to treat or detect a variety of conditions in processes known as
photodynamic therapy or photodetection. We are engaged primarily in the
research, development and marketing of our first drug, the Levulan(R) brand of
aminolevulinic acid HCl, or ALA, with light, for use in a broad range of medical
conditions.

- When we use Levulan(R) and follow it with exposure to light to treat
a medical condition it is known as Levulan(R) photodynamic therapy
or Levulan(R) PDT.

- When we use Levulan(R) and follow it with exposure to light to
detect medical conditions it is known as Levulan(R) photodetection
or Levulan(R) PD.

We are developing Levulan(R) PDT and PD under an exclusive worldwide
license of patents and technology from PARTEQ Research and Development
Innovations, the licensing arm of Queen's University, Kingston, Ontario, Canada.
We also own or license certain patents relating to methods for using
pharmaceutical formulations which contain our drug and related processes and
improvements. In the United States, DUSA(R), DUSA Pharmaceuticals, Inc.(R),
Levulan(R), Kerastick(R) and BLU-U(R) are registered trademarks. Several of
these trademarks are also registered in Europe, Australia, Canada, and in other
parts of the world.

Our first products, the Levulan(R) Kerastick(R) 20% Topical Solution with
PDT and the BLU-U(R) brand light source were launched in the United States in
September 2000 for the treatment of actinic keratoses, or AKs, of the face or
scalp under a marketing, development and supply agreement with Schering AG, our
former marketing collaborator for dermatology products. AKs are precancerous
skin lesions caused by chronic sun exposure that can develop over time into a
form of skin cancer called squamous cell carcinoma. In addition, in September
2003 we received clearance from the FDA to market the BLU-U(R) without
Levulan(R) for the treatment of moderate inflammatory acne vulgaris.

In September 2002, DUSA reacquired all marketing and product rights from
Schering AG when the parties terminated their marketing, development and supply
agreement. Consequently, we began marketing our approved products directly and
are wholly responsible for all regulatory, sales, marketing, customer service,
and other related product activities which has resulted in significant marketing
and sales expenses, including the costs associated with the launching of our
initial sales force and other related marketing activities.

Our principal executive offices are located at 25 Upton Drive, Wilmington,
Massachusetts, 01887 and our telephone number is (978) 657-7500.

RISK FACTORS

Investing in our common stock is very speculative and involves a high
degree of risk. You should carefully consider and evaluate all of the
information in, or incorporated by reference in, this prospectus. The following
are among the risks we face related to our business, assets and operations. They
are not the only ones we face. Any of these risks could materially and adversely
affect our business, results of operations and financial condition, which in
turn could materially and adversely affect the trading price of our common stock
and you might lose all or part of your investment.

This prospectus contains forward-looking statements that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. We use words such as "anticipate," "believe," "expect," "future" and
"intend" and similar expressions to identify forward-looking statements. Our
actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the factors described
below and elsewhere in this prospectus. You should not place undue reliance on
these forward-looking statements, which apply only as of the date of this
prospectus.

RISKS RELATED TO DUSA

WE ARE NOT CURRENTLY PROFITABLE AND MAY NOT BE PROFITABLE IN THE FUTURE UNLESS
WE CAN SUCCESSFULLY MARKET AND SELL OUR APPROVED PRODUCTS, THE LEVULAN(R)
KERASTICK(R) WITH THE BLU-U(R) BRAND LIGHT SOURCE FOR THE TREATMENT OF AKS OF
THE FACE OR SCALP, AND THE BLU-U(R) WITHOUT LEVULAN(R) FOR THE TREATMENT OF
MODERATE INFLAMMATORY ACNE.

WE HAVE ONLY LIMITED EXPERIENCE MARKETING AND SELLING PHARMACEUTICAL
PRODUCTS AND, AS A RESULT, OUR REVENUES FROM PRODUCT SALES MAY SUFFER.

If we are unable to successfully market and sell our approved products,
revenues from product sales will be lower than anticipated and our financial
condition may be adversely affected. As of September 1, 2002, DUSA and our
former marketing partner for dermatology products terminated the parties'
marketing, development and supply agreement. As a result of this termination,
DUSA is solely responsible for marketing its approved dermatology products in
the United States and the rest of the world. We will be doing so without the
experience of having marketed pharmaceutical products in the past. In October
2003, DUSA began hiring a small direct sales force and has engaged a small
number of independent sales representatives to market our products. Acquiring
and retaining marketing and sales force capabilities involves significant
expense, and current sales levels are not offsetting the expenses related to
these efforts. We may need to hire additional sales people to penetrate the
market. If our sales and marketing efforts fail, then sales of the Kerastick(R)
and the BLU-U(R) will be adversely affected.

IF WE CANNOT IMPROVE PHYSICIAN REIMBURSEMENT AND/OR CONVINCE MORE PRIVATE
INSURANCE CARRIERS TO ADEQUATELY REIMBURSE PHYSICIANS FOR OUR THERAPY,
SALES OF OUR LEVULAN(R) KERASTICK(R) FOR AKS PRODUCT MAY SUFFER.

Without adequate levels of reimbursement by government health care
programs and private health insurers, the market for our Levulan(R) Kerastick(R)
for AKs therapy will be limited. While we continue to support efforts to improve
reimbursement levels to physicians and are working with the major private
insurance carriers to improve coverage for our therapy, if our efforts are not
successful, adoption of our therapy and sales of our products could be
negatively impacted. As of January 1, 2004, a new national reimbursement code
for Medicare and other third-party payors for the BLU-U(R) PDT application
procedure and for the costs of the Levulan(R) Kerastick(R) became effective.
Doctors can also bill for any applicable visit

fees. However, some physicians have suggested that even the new reimbursement
levels still do not fully reflect the required efforts to routinely execute our
PDT therapy in their practices.

SINCE WE NOW OPERATE THE ONLY FDA APPROVED MANUFACTURING FACILITY FOR THE
KERASTICK(R) AND CONTINUE TO RELY HEAVILY ON SOLE SUPPLIERS FOR THE
MANUFACTURE OF LEVULAN(R) AND THE BLU-U(R), ANY SUPPLY OR MANUFACTURING
PROBLEMS COULD NEGATIVELY IMPACT OUR SALES.

If we experience problems producing Kerastick(R) units in our new
facility, or either of our contract suppliers fail to supply DUSA's requirements
of Levulan(R) or the BLU-U(R), our business, financial condition and results of
operations would suffer. We are not currently approved to manufacture the
BLU-U(R) on our own and have not ordered any new BLU-U(R) units since 2001. In
addition, while we have received FDA approval to manufacture the Kerastick(R) in
our own manufacturing facility, we have not yet produced commercial quantities
of Kerastick(R) units in the facility on a regular basis.

Manufacturers and their subcontractors often encounter difficulties when
commercial quantities of products are manufactured for the first time, or
re-starting production after a long lay-off, or large quantities of new products
are manufactured, including problems involving:

- product yields,

- quality control,

- component and service availability,

- compliance with FDA regulations, and

- the need for further FDA approval if manufacturers make
material changes to manufacturing processes and/or facilities.

We cannot guarantee that problems will not arise with production yields,
costs or quality as we and our suppliers seek to commence, re-start and increase
production. Any manufacturing problems could delay or limit our supplies which
would hinder our marketing and sales efforts.

If our facility, any facility of our contract manufacturers, or any
equipment in those facilities, is damaged or destroyed, we may not be able to
quickly or inexpensively replace it. Likewise, if there are any quality or
supply problems with any components or materials needed to manufacturer our
products, we may not be able to quickly remedy the problem(s).

ANY FAILURE TO COMPLY WITH ONGOING GOVERNMENTAL REGULATIONS IN THE UNITED
STATES AND ELSEWHERE WILL LIMIT OUR ABILITY TO MARKET OUR PRODUCTS.

Both the manufacture and marketing of our products, the Levulan(R)
Kerastick(R) with the BLU-U(R) for AKs and the BLU-U(R) without Levulan(R) to
treat moderate inflammatory acne are subject to continuing FDA review as well as
comprehensive regulation by the FDA and by state and local regulatory
authorities. These laws require, among other things,

- approval of manufacturing facilities, including adherence to good
manufacturing and laboratory practices during production and
storage,

- controlled research and testing of products even after approval, and

- control of marketing activities, including advertising and labeling.

If we, or any of our contract manufacturers, fail to comply with these
requirements, DUSA may be limited in the jurisdictions in which we are permitted
to sell our products. Additionally, if we or our manufacturers fail to comply
with applicable regulatory approval requirements, a regulatory agency may also:

- send us warning letters,

- impose fines and other civil penalties on us,

- seize our products,

- suspend our regulatory approvals,

- refuse to approve pending applications or supplements to approved
applications filed by us,

- refuse to permit exports of our products from the United States,

- require us to recall products,

- require us to notify physicians of labeling changes and/or product
related problems,

- impose restrictions on our operations, and/or

- criminally prosecute us.

We and our manufacturers must continue to comply with the FDA's current
Good Manufacturing Practice, commonly known as cGMP, and equivalent foreign
regulatory requirements. The cGMP requirements govern quality control and
documentation policies and procedures. In complying with cGMP and foreign
regulatory requirements, we and our third-party manufacturers will be obligated
to expend time, money and effort in production, record keeping and quality
control to assure that our products meet applicable specifications and other
requirements.

As part of our FDA approval for the Levulan(R) Kerastick(R) for AK, we
were required to conduct two Phase IV follow-up studies. We have successfully
completed the first study; and submitted our final report on the second study to
the FDA in January 2004. While we believe this second study was also a success,
the FDA may request additional information and/or studies. Additionally, if
previously unknown problems with the product, a manufacturer or its facility are
discovered in the future, changes in product labeling restrictions or withdrawal
of the product from the market may occur.

Manufacturing facilities are subject to ongoing periodic inspection by the
FDA, including unannounced inspections. We cannot guarantee that our third-party
supply sources, or our own new Kerastick(R) facility, will continue to meet all
applicable FDA regulations in the future. If we, or any of our manufacturers,
fail to maintain compliance with FDA regulatory requirements, it would be time
consuming and costly to remedy the problem(s) or to qualify other sources. These
consequences could have an adverse effect on our financial condition and
operations.

IF PRODUCT SALES DO NOT INCREASE SIGNIFICANTLY WE MAY NOT BE ABLE TO
ADVANCE DEVELOPMENT OF OUR OTHER POTENTIAL PRODUCTS AS QUICKLY AS WE WOULD
LIKE TO, WHICH WOULD DELAY THE APPROVAL PROCESS AND MARKETING OF NEW
POTENTIAL PRODUCTS.

If we do not generate sufficient revenues from our approved products, we
may be forced to delay or abandon some or all of DUSA's product development
programs. The pharmaceutical development and commercialization process is time
consuming and costly, and any delays might result in higher costs which could
adversely affect our financial condition. Without sufficient product sales, DUSA
might be required to seek additional funding. There is no guarantee that
adequate funding sources could be found to continue the development of all our
potential products. DUSA might be required to commit substantially greater
capital than we have to research and development of such products and we may not
have sufficient funds to complete all or any of our development programs.

WE HAVE SIGNIFICANT LOSSES AND ANTICIPATE CONTINUED LOSSES FOR THE
FORESEEABLE FUTURE.

We have a history of operating losses. We expect to have continued losses
through at least 2004 as we attempt to increase sales of our approved products
in the marketplace and continue research and development of potential new
products. As of December 31, 2003, our accumulated deficit was $58,909,781.
Although sales of the Kerastick(R) have increased with the addition of our sales
force and our ongoing medical education activities, we cannot predict whether
any of our products will achieve significant market acceptance or generate
sufficient revenues to enable us to become profitable.

IF WE ARE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, TRADE SECRETS OR
KNOW-HOW, WE MAY NOT BE ABLE TO OPERATE OUR BUSINESS PROFITABLY.

WE HAVE LIMITED PATENT PROTECTION AND IF WE ARE UNABLE TO PROTECT OUR
PROPRIETARY RIGHTS, COMPETITORS MIGHT BE ABLE TO DEVELOP SIMILAR PRODUCTS
TO COMPETE WITH OUR PRODUCTS AND TECHNOLOGY.

Our ability to compete successfully depends, in part, on our ability to
defend patents that have issued, obtain new patents, protect trade secrets and
operate without infringing the proprietary rights of others. We have no product
patent protection for our Levulan(R) brand of the compound ALA. Our basic
patents are for methods of detecting and treating various diseased tissues using
ALA (or related compounds called precursors), in combination with light. We own
or exclusively license patents and patent applications related to the following:

- methods of using ALA and its unique physical forms in combination
with light, and

- compositions and apparatus for those methods, and

- unique physical forms of ALA.

We have limited patent protection outside the United States, which may
make it easier for third-parties to compete there. Our basic method of treatment
patents and applications have counter-parts in only four foreign countries. Even
where we have patent protection, there is no guarantee that we will be able to
enforce our patents. Additionally, enforcement of a given patent may not be
practicable or an economically viable alternative.

Our patent protection in Australia may be diminished or lost entirely. In
2002, we received notice of a lawsuit filed in Australia by PhotoCure ASA
alleging that Australian Patent No. 624985, which is one of the patents licensed
by PARTEQ Research & Development Innovations, the technology transfer arm of
Queen's University at Kingston, Ontario, to us, relating to our ALA technology,
is invalid. As a consequence of this action, Queen's University assigned the
Australian patent to DUSA so that we can participate directly in the litigation.
We have filed a response to the allegations of invalidity in court and have also
filed a counter suit alleging that PhotoCure's activities in Australia infringe
our patent. We cannot predict the outcome of PhotoCure's action alleging
invalidity. Australia is a significant pharmaceutical market for AK therapies,
and loss of this patent could negatively impact us in at least two ways. First,
if we are able to enter the Australia market, the lack of a patent would
probably retard or diminish our market share. Second, third-parties might not be
interested in licensing the product in Australia without patent protection which
would limit potential revenues from this market.

Some of the indications for which we are developing therapies may not be
covered by the claims in any of our existing patents. Even with the issuance of
additional patents to DUSA, other parties are free to develop other uses of ALA,
including medical uses, and to market ALA for such uses, assuming that they have
obtained appropriate regulatory marketing approvals. ALA in the chemical form
has been commercially supplied for decades, and is not itself subject to patent
protection. There are reports of third-

parties conducting clinical studies with ALA in countries outside the United
States where PARTEQ does not have patent protection. In addition, a number of
third-parties are seeking patents for uses of ALA not covered by our patents.
These other uses, whether patented or not, and the commercial availability of
ALA, could limit the scope of our future operations because ALA products could
come on the market which would not infringe our patents but would compete with
our Levulan(R) products even though they are marketed for different uses.

While we attempt to protect our proprietary information as trade secrets
through agreements with each employee, licensing partner, consultant,
university, pharmaceutical company and agent, we cannot guarantee that these
agreements will provide effective protection for our proprietary information. It
is possible that:

- these persons or entities might breach the agreements,

- we might not have adequate remedies for a breach, and/or

- our competitors will independently develop or otherwise discover our
trade secrets.

PATENT LITIGATION IS EXPENSIVE, AND WE MAY NOT BE ABLE TO AFFORD THE
COSTS.

The costs of litigation or any proceeding relating to our intellectual
property rights could be substantial even if resolved in our favor. Some of our
competitors have far greater resources than we do and may be better able to
afford the costs of complex patent litigation. For example, third-party
competitors may infringe one or more of our patents, and we could be required to
spend significant resources to enforce our patent rights. Also, if we were to
sue a third-party for infringement of our patents in the United States, that
third-party could challenge the validity of our patent(s). We cannot guarantee
that a third-party will not claim, with or without merit, that we have infringed
their patent(s) or misappropriated their proprietary material. Defending this
type of legal action involves considerable expense and could negatively affect
our financial results.

Additionally, if a third-party were to file a United States patent
application, or be issued a patent claiming technology also claimed by us in a
pending United States application(s), we may be required to participate in
interference proceedings in the United States Patent and Trademark Office to
determine the priority of invention. A third-party could also request the
declaration of a patent interference between one of our issued U.S. patents and
one of its patent applications. Any interference proceedings likely would
require participation by us and/or PARTEQ, could involve substantial legal fees
and result in a loss or lessening of our patent protection.

WE HAVE ONLY TWO THERAPIES THAT HAVE RECEIVED REGULATORY APPROVAL OR CLEARANCE
AND WE CANNOT PREDICT WHETHER WE WILL EVER DEVELOP OR COMMERCIALIZE ANY OTHER
PRODUCTS.

EXCEPT FOR THE LEVULAN(R) KERASTICK(R) WITH THE BLU-U(R) TO TREAT AKS, AND
THE USE OF THE BLU-U(R) ALONE TO TREAT MODERATE INFLAMMATORY ACNE, ALL OF
OUR POTENTIAL PRODUCTS ARE IN EARLY STAGES OF DEVELOPMENT AND MAY NEVER
RESULT IN ANY COMMERCIALLY SUCCESSFUL PRODUCTS.

We do not know if any of our products will ever be commercially
successful. Currently, we are developing a single drug compound, ALA, under the
trademark Levulan(R), with light for a number of different medical conditions
using photodynamic therapy, or PDT. To be profitable, we must successfully
research, develop, obtain regulatory approval for, manufacture, introduce,
market and distribute our products. Except for DUSA's two approved therapies,
all of our other potential products are at an early stage of development and
subject to the risks of failure inherent in the development of new
pharmaceutical products and products based on new technologies. These risks
include:

- delays in product development, clinical testing or manufacturing,

- unplanned expenditures in product development, clinical testing or
manufacturing,

- failure in clinical trials or failure to receive regulatory
approvals,

- emergence of superior or equivalent products,

- inability to market products due to third-party proprietary rights,
and

- failure to achieve market acceptance.

We cannot predict how long the development for our early stage products
will take or whether they will be medically effective. We cannot be sure that a
successful market will ever develop for our drug technology.

WE MUST RECEIVE SEPARATE APPROVAL FOR EACH OF OUR POTENTIAL PRODUCTS
BEFORE WE CAN SELL THEM COMMERCIALLY IN THE UNITED STATES OR ABROAD.

All of our potential Levulan(R) products will require the approval of the
FDA before they can be marketed in the United States. If we fail to obtain the
required approvals for these products our revenues will be limited. Before an
application to the FDA seeking approval to market a new drug, called an NDA, can
be filed, a product must undergo, among other things, extensive animal testing
and human clinical trials. The process of obtaining FDA approvals can be
lengthy, costly, and time-consuming. Following the acceptance of an NDA, the
time required for regulatory approval can vary and is usually 1 to 3 years or
more. The FDA may require additional animal studies and/or human clinical trials
before granting approval. Our Levulan(R) PDT products are based on new
technology. To the best of our knowledge, the FDA has approved only 3 drugs for
use in photodynamic therapy, including Levulan(R). This factor may lengthen the
approval process. We face much trial and error and we may fail at numerous
stages along the way.

We cannot predict whether we will obtain approval for any of our potential
products. Data obtained from preclinical testing and clinical trials can be
susceptible to varying interpretations which could delay, limit or prevent
regulatory approvals. Future clinical trials may not show that Levulan(R) PDT or
photodetection, known as PD, is safe and effective for any new use we are
studying. In addition, delays or disapprovals may be encountered based upon
additional governmental regulation resulting from future legislation or
administrative action or changes in FDA policy. We must also obtain foreign
regulatory clearances before we can market any potential products in foreign
markets. The foreign regulatory approval process includes all of the risks
associated with obtaining FDA marketing approval and may impose substantial
additional costs.

IF WE ARE UNABLE TO OBTAIN THE NECESSARY CAPITAL TO FUND OUR OPERATIONS,
WE WILL HAVE TO DELAY OUR DEVELOPMENT PROGRAMS AND MAY NOT BE ABLE TO
COMPLETE OUR CLINICAL TRIALS.

Since our sales goals for our products have not been met, and may not be
met in the future, we may need substantial additional funds to fully develop,
manufacture, market and sell our other potential products. In addition to the
funds we recently received in connection with a private placement in March 2004,
we may obtain funds through other public or private financings, including equity
financing, and/or through collaborative arrangements. We cannot predict whether
any financing will be available on acceptable terms.

Dependent on the extent of available funding, we may continue to delay,
reduce in scope or eliminate some of our research and development programs as we
did in 2003. We may also choose to license rights to third parties to
commercialize products or technologies that we would

otherwise have attempted to develop and commercialize on our own which could
reduce our potential revenues.

BECAUSE OF THE NATURE OF OUR BUSINESS, THE LOSS OF KEY MEMBERS OF OUR MANAGEMENT
TEAM COULD DELAY ACHIEVEMENT OF OUR GOALS.

We are a small company with only 56 employees as of April 1, 2004. We are
highly dependent on several key officer/employees with specialized scientific
and technical skills without whom our business, financial condition and results
of operations would suffer. The photodynamic therapy industry is still quite
small and the number of experts is limited. The loss of these key employees
could cause significant delays in achievement of our business and research goals
since very few people with their expertise could be hired. Our growth and future
success will depend, in large part, on the continued contributions of these key
individuals as well as our ability to motivate and retain other qualified
personnel in our specialty drug and light device areas.

RISKS RELATED TO OUR INDUSTRY

PRODUCT LIABILITY AND OTHER CLAIMS AGAINST US MAY REDUCE DEMAND FOR OUR PRODUCTS
OR RESULT IN DAMAGES.

WE HAVE HAD A LAWSUIT FILED AGAINST US BASED ON A PRODUCT LIABILITY CLAIM
WHICH, REGARDLESS OF MERIT, COULD RESULT IN A DAMAGE AWARD FOR WHICH WE
MAY NOT HAVE ADEQUATE INSURANCE COVERAGE.

The development, manufacture and sale of medical products exposes us to
product liability claims related to the use or misuse of our products. Product
liability claims can be expensive to defend and may result in significant
judgments against us. On January 29, 2004, we were served with a complaint filed
in the State of Michigan Circuit Court for the County of Oakland. The case has
been removed to the U.S. District Court, Eastern District of Michigan, Southern
Division. The complaint alleges unspecified damages suffered by the plaintiff
arising from recurrence of epileptic or similar seizures following exposure to
the BLU-U(R). We are unable to predict the outcome of this litigation. Although
we currently maintain product liability insurance for coverage of our products
in amounts we believe to be commercially reasonable we cannot be certain that
the coverage amounts are adequate. A successful claim in excess of our insurance
coverage could materially harm our business, financial condition and results of
operations. Additionally, we cannot guarantee that continued product liability
insurance coverage will be available in the future at acceptable costs. If the
cost is too high, we may have to self-insure.

OUR BUSINESS INVOLVES ENVIRONMENTAL RISKS AND WE MAY INCUR SIGNIFICANT
COSTS COMPLYING WITH ENVIRONMENTAL LAWS AND REGULATIONS.

We have used various hazardous materials, such as mercury in fluorescent
tubes in our research and development activities. We are subject to federal,
state and local laws and regulations which govern the use, manufacture, storage,
handling and disposal of hazardous materials and specific waste products. Now
that we have established our own production line for the manufacture of the
Kerastick(R), we are subject to additional environmental laws and regulations.
We believe that we are in compliance in all material respects with currently
applicable environmental laws and regulations. However, we cannot guarantee that
we will not incur significant costs to comply with environmental laws and
regulations in the future. We also cannot guarantee that current or future
environmental laws or regulations will not materially adversely affect our
operations, business or assets. In addition, although we believe our safety
procedures for handling and disposing of these materials comply with federal,
state and local laws and regulations, we cannot completely eliminate the risk of
accidental contamination or injury from these materials. In the event of such an
accident, we could be held liable for any resulting damages, and this liability
could exceed our resources.

WE MAY NOT BE ABLE TO COMPETE AGAINST TRADITIONAL TREATMENT METHODS OR KEEP UP
WITH RAPID CHANGES IN THE BIOTECHNOLOGY AND PHARMACEUTICAL INDUSTRIES THAT COULD
MAKE SOME OR ALL OF OUR PRODUCTS NON-COMPETITIVE OR OBSOLETE.

COMPETING PRODUCTS AND TECHNOLOGIES BASED ON TRADITIONAL TREATMENT METHODS
MAY MAKE SOME OR ALL OF OUR PROGRAMS OR POTENTIAL PRODUCTS NONCOMPETITIVE
OR OBSOLETE.

Well-known pharmaceutical, biotechnology and chemical companies are
marketing well-established therapies for the treatment of many of the same
conditions we are seeking to treat including AKs, acne, photodamaged skin and
Barrett's esophagus. Doctors may prefer to use familiar methods, rather than
trying our products. Reimbursement issues may affect the economic
competitiveness of our products as compared to other more traditional therapies.

Many companies are also seeking to develop new products and technologies,
and receiving approval for medical conditions for which we are developing
treatments. Our industry is subject to rapid, unpredictable and significant
technological change. Competition is intense. Our competitors may succeed in
developing products that are safer or more effective than ours. Many of our
competitors have substantially greater financial, technical and marketing
resources than we have. In addition, several of these companies have
significantly greater experience than we do in developing products, conducting
preclinical and clinical testing and obtaining regulatory approvals to market
products for health care.

We cannot guarantee that new drugs or future developments in drug
technologies will not have a material adverse effect on our business. Increased
competition could result in:

- price reductions,

- lower levels of third-party reimbursements,

- failure to achieve market acceptance, and

- loss of market share,

any of which could adversely affect our business. Further, we cannot give any
assurance that developments by our competitors or future competitors will not
render our technology obsolete.

OUR PDT / PD COMPETITORS IN THE BIOTECHNOLOGY AND PHARMACEUTICAL
INDUSTRIES MAY HAVE BETTER PRODUCTS, MANUFACTURING CAPABILITIES OR
MARKETING EXPERTISE.

We anticipate that we will face increased competition as the scientific
development of PDT/PD advances and new companies enter our markets. Several
companies are developing PDT agents other than Levulan(R). These include: QLT
PhotoTherapeutics Inc. (Canada); Axcan Pharma Inc. (U.S.); Miravant, Inc.
(U.S.); and Pharmacyclics, Inc. (U.S.). We are also aware of several companies
commercializing and/or conducting research with ALA or ALA-related compounds,
including: medac GmbH and Photonamic GmbH & Co. KG (Germany); and PhotoCure ASA
(Norway) which entered into a marketing agreement with Galderma S.A. for
countries outside of Nordic countries for certain dermatology indications.

PhotoCure has received marketing approval of its ALA precursor (ALA
methyl-ester) compound for PDT treatment of AKs and basal cell carcinoma in the
European Union, New Zealand, Australia and countries in Scandinavia. PhotoCure
has also filed for regulatory approvals in the United States, and has received a
notice of approvability from the FDA for its AK product. If PhotoCure receives
FDA product approval in the United States and successfully enters the United
States marketplace, its product will represent direct competition for our
products.

Axcan Pharma Inc. has announced that it has received FDA approval for the
use of its product, PHOTOFRIN(R), for PDT in the treatment of high grade
dysplasia associated with Barrett's esophagus. Axcan is the first company to
market a PDT therapy for this indication, which we are also pursuing.

We expect that our principal methods of competition with other PDT
companies will be based upon such factors as:

- the ease of administration of our method of PDT,

- the degree of generalized skin sensitivity to light,

- the number of required doses,

- the selectivity of our drug for the target lesion or tissue of
interest, and

- the type and cost of our light systems.

RISKS RELATED TO OUR STOCK

IF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS ARE CONVERTED, THE VALUE OF THOSE
SHARES OF COMMON STOCK OUTSTANDING JUST PRIOR TO THE CONVERSION WILL BE DILUTED.

As of April 23, 2004 there were outstanding options and warrants to
purchase 3,073,075 shares of common stock, with exercise prices ranging from
U.S. $1.60 to $31.00 per share, and ranging from CDN $4.69 to CDN $10.875 per
share, respectively. If the holders exercise a significant number of these
securities at any one time, the market price of the common stock could fall, and
the value of the common stock held by other shareholders would be diluted. The
holders of the options, warrants and rights have the opportunity to profit if
the market price for the common stock exceeds the exercise price of their
respective securities, without assuming the risk of ownership. The holders are
likely to exercise their securities when we would probably be able to raise
capital from the public on terms more favorable than those provided in these
securities.

RESULTS OF OUR OPERATIONS AND GENERAL MARKET CONDITIONS FOR BIOTECHNOLOGY STOCK
COULD RESULT IN THE SUDDEN CHANGE IN THE MARKET VALUE OF OUR STOCK.

The price of our common stock had been highly volatile. These fluctuations
create a greater risk of capital losses for our shareholders as compared to less
volatile stocks. From January 1, 2003 to April 15, 2004, the price of our stock
has ranged from a low of $1.40 to a high of $14.87. Factors that contributed to
the volatility of our stock during the last 12 months included:

- levels of product sales,

- general market conditions,

- increased marketing activities,

- changes in third-party payor reimbursement for our therapy, and

- failure to close a strategic partnership for Barrett's esophagus.

The significant general market volatility in similar stage pharmaceutical
and biotechnology companies made the market price of our common stock even more
volatile.

IF OUR MARKET CAPITALIZATION FALLS BACK TO A LEVEL SIGNIFICANTLY BELOW OUR CASH
VALUE, WE COULD BE SUBJECT TO A TENDER OFFER THAT DOES NOT REFLECT THE POTENTIAL
VALUE OF OUR BUSINESS AND COULD MINIMIZE THE RETURN TO OUR SHAREHOLDERS ON THEIR
INVESTMENTS.

The price of our common stock has been negatively impacted by
disappointing product sales, the termination of our dermatology marketing,
development and supply agreement in late 2002, general market conditions, and
the limited acceptance of the value of our therapy. Based on this, our share
price traded at a level below our cash value during much of 2003. If our share
price again falls below our cash value, there may be a risk of companies
offering to acquire us at reduced values which do not reflect the business
potential of our assets.

EFFECTING A CHANGE OF CONTROL OF DUSA WOULD BE DIFFICULT, WHICH MAY DISCOURAGE
OFFERS FOR SHARES OF OUR COMMON STOCK.

Our certificate of incorporation authorizes the board of directors to
issue up to 100,000,000 shares of stock, 40,000,000 of which are common stock.
The board of directors has the authority to determine the price, rights,
preferences and privileges, including voting rights, of the remaining 60,000,000
shares without any further vote or action by the shareholders. The rights of the
holders of our common stock will be subject to, and may be adversely affected
by, the rights of the holders of any preferred stock that may be issued in the
future.

On September 27, 2002, we adopted a shareholder rights plan at a special
meeting of DUSA's board of directors. The rights plan could discourage, delay or
prevent a person or group from acquiring 15% or more (or 20% or more in the case
of certain parties) of our common stock, thereby limiting, perhaps, the ability
of our shareholders to benefit from such a transaction.

The rights plan provides for the distribution of one right as a dividend
for each outstanding share of our common stock to holders of record as of
October 10, 2002. Each right entitles the registered holder to purchase one
one-thousandths of a share of preferred stock at an exercise price of $37.00 per
right. The rights will be exercisable subsequent to the date that a person or
group either has acquired, obtained the right to acquire, or commences or
discloses an intention to commence a tender offer to acquire, 15% or more of our
outstanding common stock (or 20% of the outstanding common stock in the case of
a shareholder or group who beneficially held in excess of 15% at the record
date), or if a person or group is declared an "Adverse Person," as such term is
defined in the rights plan. The rights may be redeemed by

DUSA at a redemption price of one one-hundredth of a cent per right until ten
days following the date the person or group acquires, or discloses an intention
to acquire, 15% or 20% or more, as the case may be, of DUSA, or until such later
date as may be determined by the our board of directors.

Under the rights plan, if a person or group acquires the threshold amount
of common stock, all holders of rights (other than the acquiring person or
group) may, upon payment of the purchase price then in effect, purchase shares
of common stock of DUSA having a value of twice the purchase price. In the event
that we are involved in a merger or other similar transaction where DUSA is not
the surviving corporation, all holders of rights (other than the acquiring
person or group) shall be entitled, upon payment of the purchase price then in
effect, to purchase common stock of the surviving corporation having a value of
twice the purchase price. The rights will expire on October 10, 2012, unless
previously redeemed. Our board of directors has also adopted certain amendments
to DUSA's certificate of incorporation consistent with the terms of the rights
plan.

USE OF PROCEEDS

DUSA will not receive any proceeds from the sale of shares which may be
sold pursuant to this reoffer prospectus for the respective accounts of the
selling securityholders. All such proceeds, net of brokerage commissions, if
any, will be received by the selling securityholders. See "Selling
Securityholders" and "Plan of Distribution."

SELLING SECURITYHOLDERS

This reoffer prospectus relates to shares of common stock to be offered by
the selling securityholders pursuant to stock options and warrants issued by us.
The inclusion in the table of the individuals named therein shall not be deemed
to be an admission that any such individuals are "affiliates" of DUSA.

The following is a list, as of April 30, 2004, of the selling
securityholders and the number of shares held by each selling securityholder.

NUMBER OF NUMBER OF NUMBER OF PERCENTAGE OF
SHARES SHARES TO BE SHARES OWNED SHARES OWNED
NAME OWNED (1) OFFERED (2) AFTER OFFERING (3) AFTER OFFERING
---- --------- ----------- ------------------ --------------

Mark C. Carota (4) 48,815 97,500 65 *
Peter M. Chakoutis (5) 13,375 44,500 0 *
Richard C. Christopher (6) 13,375 44,500 0 *
Scott L. Lundahl (7) 118,207 165,000 207 *
Stuart L. Marcus (8) 191,250 235,000 0 *
David Page (9) 20,000 25,000 20,000 *
Paul A. Sowyrda (10) 46,250 112,500 0 *
John H. Abeles (11) 89,500 79,500 14,500 *
David Bartash (12) 50,500 35,000 15,500 *
Jay H. Haft (13) 103,250 68,750 34,500 *
Richard Lufkin (14) 97,100 97,100 0 *
Magnus Moliteus (15) 15,000 15,000 0 *
D. Geoffrey Shulman (16) 1,107,668 1,265,000 24,449 *

------------------
* Less than one percent.

(1) Represents shares beneficially owned by the named individual, including
shares that such person has the right to acquire within 60 days of the
date of this Reoffer Prospectus. Unless otherwise noted, all persons
referred to above have sole voting and sole investment power.

(2) Includes all outstanding options to purchase shares of Common Stock
granted to the named individuals under the 1991 Incentive Stock Option
Plan Of Deprenyl USA, Inc. (Deprenyl USA, Inc. is the former name of DUSA
Pharmaceuticals, Inc.), the DUSA Pharmaceuticals, Inc. 1994 Restricted
Stock Option Plan, the DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as
amended, Stock Option Agreements For D. Geoffrey Shulman, Richard C.
Lufkin and Scott Lundahl and a Class B Warrant Agreement for D. Geoffrey
Shulman, whether or not vested or exercisable within 60 days of the date
of this Reoffer Prospectus. Also includes all shares issued to such named
individuals upon the exercise of options granted under the plan, options
to purchase common stock issued outside of the plan and a warrant to
purchase common stock. All of such shares are being registered hereunder.

(3) Does not constitute a commitment to sell any or all of the stated number
of shares of Common Stock. The number of shares offered shall be
determined from time to time by each selling securityholder at their sole
discretion.

(4) Mr. Carota joined us in October 1999 and was elected as our Vice
President, Operations in February 2000. Beneficial ownership includes 65
shares of common stock and 48,750 shares of common stock underlying stock
options granted to Mr. Carota which will have vested within sixty days
after April 30, 2004. The number of shares owned does not include 48,750
shares of common stock underlying stock options granted to Mr. Carota
which will not have vested within sixty days after April 30, 2004. Under
Rule 13d-3 of the Securities and Exchange Act of 1934, as amended, Mr.
Carota disclaims, but may be deemed to be the beneficial owner of, 15
shares of common stock that are held by his adult son and 50 shares held
by his daughter, both of whom are members of Mr. Carota's household.

(5) Mr. Chakoutis joined us in December 2000 and was elected as our Vice
President and Chief Financial Officer in January 2004. Before that, Mr.
Chakoutis served as our Controller. Beneficial ownership includes 13,375
shares of common stock underlying stock options granted to Mr. Chakoutis
which will have vested within sixty days after April 30, 2004. The number
of shares owned does not include 31,125 shares of common stock underlying
stock options granted to Mr. Chakoutis which will not have vested within
sixty days after April 30, 2004.

(6) Mr. Christopher joined us in December 2000 and was elected as our Vice
President, Financial Planning and Business Analysis in January 2004.
Before that, Mr. Christopher served as out Director, Financial Analysis.
Beneficial ownership includes 13,375 shares of common stock underlying
stock options granted to Mr. Christopher which will have vested within
sixty days after April 30, 2004. The number of shares owned does not
include 31,125 shares of common stock underlying stock options granted to
Mr. Christopher which will not have vested within sixty days after April
30, 2004.

(7) Mr. Lundahl joined us in May 1998 and was elected as our Vice President,
Regulatory Affairs and Intellectual Property in June 2003. Before that,
Mr. Lundahl was our Vice President, Technology and Device Development from
June 1999 until June 2003. Beneficial ownership includes 5,207 shares of
common stock and 113,750 shares of common stock underlying stock options
granted to Mr. Lundahl which will have vested within sixty days after
April 30, 2004. The number of shares owned does not include 46,250 shares
of common stock underlying stock options granted to Mr. Lundahl which will
not have vested within sixty days after April 30, 2004.

(8) Dr. Marcus was elected as our Vice President, Scientific Affairs and Chief
Medical Officer in October 1993. Beneficial ownership includes 191,250
shares of common stock underlying stock options granted to Dr. Marcus
which will have vested within sixty days after April 30, 2004. The number
of shares owned does not include 43,750 shares of common stock underlying
stock options granted to Dr. Marcus which will not have vested within
sixty days after April 30, 2004.

(9) Mr. Page joined us as our Associate Vice President, Sales in August 2003.
Beneficial ownership includes 20,000 shares of common stock. The number of
shares owned does not include 25,000 shares of common stock underlying
stock options granted to Mr. Page which will not have vested within sixty
days after April 30, 2004.

(10) Mr. Sowyrda joined us in April 2000 and was elected as our Vice President,
Sales and Marketing in August 2000. Beneficial ownership includes 46,250
shares of common stock underlying stock options granted to Mr. Sowyrda
which will have vested within sixty days after April 30, 2004. The number
of shares owned does not include 66,250 shares of common stock underlying
stock options granted to Mr. Sowyrda which will not have vested within
sixty days after April 30, 2004.

(11) Dr. Abeles has served as a director since August 1994. Includes 24,500
shares of common stock and 65,000 shares of common stock underlying stock
options granted to Dr. Abeles which will have vested within sixty days
after April 30, 2004. Dr. Abeles shares investment and voting power with
regard to the 24,500 shares of common stock.

(12) Mr. Bartash has served as a director since November 2001. Includes 15,500
shares of common stock and 35,000 shares of common stock underlying stock
options granted to Mr. Bartash which will have vested within sixty days
after April 30, 2004.

(13) Mr. Haft has served as a director since September 1996. Includes 34,500
shares of common stock held indirectly by Mr. Haft's spouse. Mr. Haft
disclaims beneficial ownership of such shares. Also includes 68,750 shares
of common stock underlying stock options granted to Mr. Haft which will
have vested within sixty days after April 30, 2004.

(14) Mr. Lufkin has served as a director since January 1992. Includes 2,100
shares of common stock and 95,000 shares of common stock underlying stock
options granted to Mr. Lufkin which will have vested within sixty days
after April 30, 2004.

(15) Mr. Moliteus has served as a director since August 2003. Includes 15,000
shares of common stock underlying stock options granted to Mr. Moliteus
which will have vested within sixty days after April 30, 2004.

(16) Dr. Shulman is our founder and has served as Director, President and Chief
Executive Officer since September 1991 and formerly served as our
Chairman. Includes 57,668 shares of common stock, 750,000 shares of common
stock underlying stock options and 300,000 shares of common stock
underlying a Warrant granted to Dr. Shulman which will have vested within
sixty days after April 30, 2004. The number of shares owned does not
include 205,000 shares of common stock underlying stock options granted to
Dr. Shulman which will not have vested within sixty days after April 30,
2004.

PLAN OF DISTRIBUTION

Shares offered hereby may be sold from time to time directly by or on
behalf of the selling securityholders in one or more transactions on the Nasdaq
National Market or on any stock exchange on which the common stock may be listed
at the time of sale, in privately negotiated transactions, or through a
combination of such methods, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at fixed prices (which may be
changed) or at negotiated prices. The selling securityholders may sell shares
through one or more agents, brokers or dealers or directly to purchasers. Such
brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from the selling securityholders and/or purchasers of
the shares or both (which compensation as to a particular broker or dealer may
be in excess of customary commissions).

In connection with such sales, the selling securityholders and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions they receive and the proceeds of any sale of shares may be
deemed to be underwriting discounts and commissions under the Securities Act.

In order to comply with certain state securities laws, if applicable, the
shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the shares may not be sold unless the
shares have been registered or qualified for sale in such state or an exemption
from regulation or qualification is available and is complied with. Sales of
shares must also be made by the selling securityholders in compliance with all
other applicable state securities laws and regulations.

In addition to any shares sold hereunder, selling securityholders may, at
the same time, sell any shares of common stock owned by them in compliance with
all of the requirements of Rule 144, regardless of whether such shares are
covered by this reoffer prospectus. There can be no assurance that any of the
selling securityholders will sell any or all of the shares offered by them
hereby.

DUSA will pay all expenses of the registration of the shares. DUSA has
notified certain selling securityholders of the need to deliver a copy of this
reoffer prospectus in connection with any sale of the shares.

LEGAL MATTERS

The validity of the shares being offered hereby has been passed upon for
DUSA by Reed Smith LLP. Nanette W. Mantell, Esq., a partner of Reed Smith LLP,
serves as DUSA's Secretary, which is an officer position.

EXPERTS

The financial statements incorporated in this reoffer prospectus by
reference from the Company's Annual Report on Form 10-K, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm, given upon their authority as experts in accounting and
auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 under the Securities Act with respect to the shares of
common stock offered hereby. This reoffer prospectus does not contain all of the
information set forth in the registration statement and the exhibits thereto.
You can find additional information regarding us and the common stock in the
registration statement and the exhibits. Statements contained in this reoffer
prospectus regarding the contents of any contract or any other document to which
reference is made are not necessarily complete, and, in each instance where a
copy of such contract or other document has been filed as an exhibit to the
registration statement, reference is made to the copy so filed, each such
statement being qualified in all respects by such reference.

We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, and, in accordance
therewith, file reports and other information with the Commission. The
registration statement, including exhibits, and the reports and other
information filed by us can be inspected without charge at the public reference
facilities maintained by the Commission at the Securities and Exchange
Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C.,
20549. Copies of such material can be obtained from such offices at fees
prescribed by the Commission. The public may obtain information on the operation
of the Public Reference room by calling the Commission at 1-800-SEC-0330. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of this site is
http://www.sec.gov. In addition, you can also access documents we file with the
Commission at our website, http://www.dusapharma.com.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by us with the Commission
pursuant to the Exchange Act, are incorporated by reference in this registration
statement as of their respective dates:

(a) The Annual Report on Form 10-K for the year ended December 31, 2003;

(b) All other reports filed pursuant to Section 13 or 15(d) of the
Exchange Act since December 31, 2003; and

(c) The description of DUSA's common stock contained in its registration
statement on Form 8-A which was filed on January 3, 1992 and amended
on October 24, 1997 and in DUSA's report on Form 10-Q which was
filed on November 12, 1997.

All documents filed by us pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date hereof and prior to the termination of the
offering shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this reoffer prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.

We will provide without charge to any person, including any beneficial
owner, to whom this reoffer prospectus is delivered, upon written or oral
request of such person, a copy of each document incorporated by reference in the
registration statement (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into this reoffer
prospectus). Requests should be directed to Shari Lovell, care of DUSA
Pharmaceuticals, Inc., 555 Richmond Street West, Suite 300, Toronto, Ontario,
M5V 3B1, Canada, or by calling 1-800-607-2530. Our World Wide Web site is
located at www.dusapharma.com. Information on the Web site is not incorporated
by reference into this reoffer prospectus.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. EXHIBITS

(a) All exhibits filed with or incorporated by reference in DUSA's
Registration Statements on Forms S-8 (Registration Statement Numbers: 333-92259
and 333-57890) and a post effective amendment to Form S-8 (Registration
Statement Number: 333-92259) are incorporated by reference into and shall be
deemed a part of, this registration statement, except the following:

(4) Instruments defining the rights of security holders:

(4.1) Common Stock specimen, filed as Exhibit 4(a) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, filed on March 11, 2003, and
incorporated herein by reference

(4.2) Rights Agreement filed as Exhibit 4.0 to Registrant's Current
Report on Form 8-K dated September 27, 2002, filed October 11,
2002, and incorporated herein by reference

(4.3) Rights Certificate relating to the rights granted to holders
of common stock under the Rights Agreement filed as Exhibit
4.0 to Registrant's Current Report on Form 8-K, dated
September 27, 2002, filed October 11, 2002, and incorporated
herein by reference

(23) Consents of experts and counsel

(23.1) Consent of Deloitte & Touche LLP

(23.2) Consent of Reed Smith LLP, included in Exhibit 5.1

(24) Power of Attorney

(24.1) Power of Attorney (See Signature Page)

II-1

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 Wilmington, Commonwealth of Massachusetts, on this
19th day of May, 2004.

DUSA Pharmaceuticals, Inc.
----------------------------------
Registrant

By: /s/ D. Geoffrey Shulman
------------------------------
Dr. D. Geoffrey Shulman,
President and
Chief Executive Officer

POWER OF ATTORNEY

Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints D. Geoffrey Shulman as his/her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
registration statement or any related registration statement registering
additional shares in accordance with General Instruction E to the Form S-8, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection with the
above premises, as fully to all intents and purposes as he/she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.

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

/s/ D. Geoffrey Shulman Director, President and May 19, 2004
-------------------------------- Chief Executive Officer
D. Geoffrey Shulman, MD, (principal executive officer)
FRCPC

* Vice President, Operations May 19, 2004
--------------------------------
Mark C. Carota

/s/ Peter M. Chakoutis Vice President, Chief Financial May 19, 2004
-------------------------------- Officer (principal financial officer
Peter M. Chakoutis and principal accounting officer)

* Vice President, Intellectual Property May 19, 2004
-------------------------------- and Regulatory Affairs
Scott L. Lundahl

* Secretary May 19, 2004
--------------------------------
Nanette W. Mantell

* Vice President, Scientific Affairs May 19, 2004
--------------------------------
Stuart L. Marcus, MD, Ph.D.

* Vice President, Product Development May 19, 2004
-------------------------------- and Marketing
Paul A. Sowyrda

* Chairman of the Board and Director May 19, 2004
--------------------------------
Jay M. Haft, Esq.

* Director May 19, 2004
--------------------------------
John H. Abeles

* Director May 19, 2004
--------------------------------
Richard C. Lufkin

* By his signature set forth below, the undersigned, pursuant to duly authorized
powers of attorney filed with the Securities and Exchange Commission, has signed
this Post-Effective Amendment No. 2 to the registration statement on Form S-8 on
behalf of the persons indicated.

By: /s/ D. Geoffrey Shulman
-------------------------------------------
D. Geoffrey Shulman, Attorney-in-Fact

EXHIBIT INDEX

(4) Instruments defining the rights of security holders

(4.4) Common Stock specimen, filed as Exhibit 4(a) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, filed on March 11, 2003, and
incorporated herein by reference

(4.5) Rights Agreement filed as Exhibit 4.0 to Registrant's Current
Report on Form 8-K dated September 27, 2002, filed October 11,
2002, and incorporated herein by reference

(4.6) Rights Certificate relating to the rights granted to holders
of common stock under the Rights Agreement filed as Exhibit
4.0 to Registrant's Current Report on Form 8-K, dated
September 27, 2002, filed October 11, 2002, and incorporated
herein by reference

(23) Consents of experts and counsel

(23.1) Consent of Deloitte & Touche LLP

(23.2) Consent of Reed Smith LLP

(24) Power of Attorney

(24.1) Power of Attorney (See Signature Page)