content: <PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1999
  
                                                  Registration No. 333-__________
  
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                           Cytoclonal Pharmaceutics Inc.
                           -----------------------------
               (Exact name of Registrant as specified in its charter)
  
                                      Delaware
                                      --------
           (State or other jurisdiction of incorporation or organization)
  
                                     75-2402409
                                     ----------
                        (I.R.S. Employer Identification No.)
  
     9000 Harry Hines Boulevard, Dallas, Texas                         75235
     --------------------------------------------------------------------------
      (Address of Principal Executive Offices)                       (Zip Code)
  
                Cytoclonal Pharmaceutics Inc. 1996 Stock Option Plan
                ----------------------------------------------------
                              (Full Title of the Plan)
  
                              Arthur P. Bollon, Ph.D.
                           Cytoclonal Pharmaceutics Inc.
                             9000 Harry Hines Boulevard
                                     Suite 621
                                Dallas, Texas 75235
                           -----------------------------
                      (Name and Address of Agent For Service)
  
                                   (214) 353-2922
                                   --------------
           (Telephone Number, Including Area Code, of Agent For Service)
  
                                     Copies to:
                               Robert H. Cohen, Esq.
                                 Philip Magri, Esq.
                       Morrison Cohen Singer & Weinstein, LLP
                                750 Lexington Avenue
                              New York, New York 10022
                                   (212) 735-8600
  
  --------------------------------------------------------------------------------
  
  <PAGE>   2
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
                                                          PROPOSED                PROPOSED
                                                           MAXIMUM                 MAXIMUM
    TITLE OF SECURITIES         AMOUNT TO BE           OFFERING PRICE             AGGREGATE               AMOUNT OF
     TO BE REGISTERED            REGISTERED               PER SHARE            OFFERING PRICE          REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                    <C>                     <C>                     <C>
  common stock, par              750,000 (1)                 -                       -                       (2)
  value $.01 per share
  ---------------------------------------------------------------------------------------------------------------------
  common stock, par
  value $.01 per share           430,000(3)(4)           $5.23(5)               $2,248,900               $  625.20
  ---------------------------------------------------------------------------------------------------------------------
  common stock, par
  value $.01 per share           320,000(4)(6)           $6.34(7)               $2,028,800               $  564.00
  =====================================================================================================================
  total registration fee..............................................................................   $1,189.20
  ---------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  -------------------------
  (1)      Shares of common stock issuable upon the exercise of options granted
           under the Cytoclonal Pharmaceutics Inc. 1996 Stock Option Plan
           registered with the SEC on September 10, 1996 on registration
           statement on Form S-8 (File No.:333-11691).
  
  (2)      Fee previously paid. No registration fee required pursuant to General
           Instruction E to Form S-8.
  
  (3)      Shares of common stock purchasable upon the exercise of options
           previously granted pursuant to Amendment No. 1 to the Cytoclonal
           Pharmaceutics Inc. 1996 Stock Option Plan.
  
  (4)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           this registration statement also covers an indeterminate amount of
           interests to be offered or sold pursuant to the employee benefit plan
           described herein.
  
  (5)      Calculated solely for the purpose of determining the registration fee
           pursuant to Rule 457(h)(1) promulgated under the Securities Act of
           1933 upon the average exercise price.
  
  (6)      Shares of common stock purchasable upon the exercise of options
           available for grant pursuant to Amendment No. 1 to the Cytoclonal
           Pharmaceutics Inc. 1996 Stock Option Plan.
  
  (7)      Calculated solely for the purpose of determining the registration fee
           pursuant to Rule 457(c) under the Securities Act of 1933 based upon
           the average of the bid and asked price for the common stock on The
           Nasdaq SmallCap Market on August 26, 1999.
  
  
                                         ii
  
  <PAGE>   3
                                  EXPLANATORY NOTE
  
           On September 10, 1996, we filed a registration statement on Form S-8
  (File No. 333-11691) with the Securities and Exchange Commission to register
  options to purchase 750,000 shares of common stock under our 1996 Stock Option
  Plan. On August 22, 1998 and October 2, 1998, our Board of Directors and
  stockholders, respectively, approved Amendment No. 1 to the 1996 Stock Option
  Plan to increase the number of stock options available for grant under our 1996
  Stock Option Plan from 750,000 to 1,500,000.
  
           We are filing this registration statement on Form S-8 to:
  
                    o        register 750,000 shares of common stock issuable
                             upon the exercise of options available for grant
                             pursuant to Amendment No. 1 to the 1996 Stock Option
                             Plan; and
  
                    o        file a reoffer prospectus to permit certain
                             "affiliates," as that term is defined in the
                             Securities Act of 1933, listed in the Selling
                             Stockholder table included in the prospectus to
                             resell their shares of common stock issuable upon
                             the exercise of options granted to them pursuant to
                             the 1996 Stock Option Plan.
  
           We incorporate by reference the registration statement on Form S-8
  (File No.: 333-11691) we filed with the Securities and Exchange Commission on
  September 10, 1996.
  
  
                                        iii
  
  <PAGE>   4
  
  PROSPECTUS
  
  
  
  
                           CYTOCLONAL PHARMACEUTICS INC.
  
                          1,500,000 SHARES OF COMMON STOCK
  
           This reoffer prospectus is to be used for the resale of up to
  1,500,000 shares of our common stock, 603,000 of which is beneficially owned by
  affiliates listed in the "Selling Stockholder" table included in this
  prospectus, issuable upon the exercise of options granted or available for
  grant under our 1996 Stock Option Plan.
  
           Selling stockholders may sell their shares of common stock through
  public or private transactions at current market prices, or at previously
  negotiated prices. Although we will not receive any proceeds when the selling
  stockholders' sell their common stock to others, we may, however, receive
  proceeds when the selling stockholders exercise their options to acquire such
  common stock.
  
           Our common stock is listed on the Nasdaq SmallCap Market under the
  symbol "CYPH." Our class C warrants are listed on the Nasdaq SmallCap Market
  System under the symbol, "CYPHW." Our class D warrants are listed on the Nasdaq
  SmallCap Market System under the symbol, "CYPHZ." Our securities are a
  speculative investment and involve a high degree of risk.
  
           SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS AND
  "DILUTION."
  
           NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
  SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF 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 Prospectus is August 30, 1999.
  
  
                                         1
  
  <PAGE>   5
  
                                 TABLE OF CONTENTS
  
  <TABLE>
  <CAPTION>
                                                                    Page
                                                                    ----
  <S>                                                               <C>
  Where You Can Find More Information.................................3
  Prospectus Summary..................................................4
  Risk Factors........................................................6
  Use of Proceeds....................................................14
  Determination of Offering Price....................................14
  Plan of Distribution...............................................16
  Legal Matters......................................................17
  Experts............................................................17
  </TABLE>
  
  
  
  
  
  
  
  
                                         2
  
  <PAGE>   6
  
                        WHERE YOU CAN FIND MORE INFORMATION
  
           We are a public company. We file annual, quarterly and special
  reports, proxy statements and other information with the SEC. You may read and
  copy any document we file with the SEC at the SEC's public reference rooms in
  Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
  at 1-800-SEC-0330 for further information on the public reference rooms. Our
  SEC filings are also available to the public at the SEC's web site at
  http://www.sec.gov.
  
           The SEC allows us to "incorporate by reference" the information we
  file with them, which means that we can disclose important information to you
  by referring you to those documents. The information incorporated by reference
  is considered to be part of this prospectus, and later information that we file
  with the SEC will automatically update and supersede this information. We
  incorporate by reference the documents listed below and any future filings made
  with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
  Exchange Act of 1934 until the selling stockholders sell all of their shares of
  common stock. This prospectus is part of a registration statement we filed with
  the SEC.
  
                    1.       Annual Report on Form 10-K for the fiscal year ended
                             December 31, 1998;
  
                    2.       Quarterly Report on Form 10-Q for the fiscal quarter
                             ended March 31, 1999;
  
                    3.       Quarterly Report on Form 10-Q for the fiscal quarter
                             ended June 30, 1999;
  
                    4.       Current Report on Form 8-K, dated June 12, 1998,
                             filed with the SEC on September 9, 1998;
  
                    5.       Definitive proxy statement filed with the SEC on
                             July 15, 1999 pursuant to Regulation 14A under the
                             Securities Exchange Act of 1934;
  
                    6.       The description of our common stock set forth in our
                             Registration Statement filed under Section 12 of the
                             Securities Exchange Act of 1934 on Form 8-A on
                             October 2, 1995, and any amendment or report filed
                             for the purpose of updating any such description;
                             and
  
                    7.       Form S-8 (File No.: 333-11691) filed with the SEC on
                             September 10, 1996.
  
  
                    You may request a copy of these filings, at no cost, by oral
  request or by writing to us at the following address:
  
                         Cytoclonal Pharmaceutics Inc.
                         9000 Harry Hines Boulevard
                         Suite 621
                         Dallas, Texas 75235
                         Attention: Daniel Shusterman, Esq.
                         Telephone: (214) 353-2922
  
                    You should rely only on the information incorporated by
  reference or provided in this prospectus or any supplement. We have not
  authorized anyone else to provide you with different information. The selling
  stockholders will not make an offer of these shares of common stock in any
  State where the offer is not permitted. You should not assume that the
  information in this prospectus or any supplement is accurate as of any date
  other than the date on the front of those documents.
  
  
                                         3
  
  <PAGE>   7
  
                                 PROSPECTUS SUMMARY
  
  This summary highlights information contained elsewhere in this prospectus.
  This summary is not complete and may not contain all of the information that
  you should consider before investing in the securities. You should read the
  entire prospectus carefully. Unless we otherwise say so, when we discuss our
  outstanding securities, we exclude all of our shares of common stock issuable
  upon the exercise of currently outstanding warrants and options and the
  conversion of our convertible securities.
  
  
           We are a biopharmaceutical company located in Dallas, Texas. Our goal
  is to develop products to identify, treat and prevent cancer and other
  diseases. To date, our strategy has been to license technologies in their early
  development stages from research and educational institutions and further
  develop such technologies to the point where we can then sublicense them to
  commercial entities. Through our research and development efforts and
  agreements with other research institutions and biotechnology companies, we
  have acquired and developed rights to certain proprietary technology.
  
           At the present time, we are focusing our attention and resources on a
  collaboration agreement we have with Bristol-Myers Squibb Company, Inc. for the
  production of Paclitaxel. Paclitaxel is a drug which has proven to be effective
  in treating refractory ovarian, breast and non-small cell lung cancer and
  Kaposi's Sarcoma. In addition, Paclitaxel has shown potential in treating other
  cancer indications in preliminary clinical trials. Presently, however,
  Paclitaxel is made from the inner bark and needles of the slow-growing Pacific
  yew tree. Our scientists are working in cooperation with Bristol-Myers Squibb
  to develop a system for manufacturing Paclitaxel in commercial quantities and
  at lower costs. Other areas of focus include the development of the Paclitaxel
  treatment of polycystic kidney disease, a drug design program using Quantum
  Core Technology(TM), a peptide to suppress breast cancer, and our Human Gene
  Discovery Program. Other programs, which involve potential anti-leukemia drugs
  and drugs called "anti-sense therapeutics," are being pursued at modest levels.
  "Anti-sense therapeutics" are drugs designed to essentially "turn off" genes
  involved in different diseases and to prevent such genes from growing or
  duplicating. Such therapeutics may help us develop future products or
  alternatives to our main programs if unforeseen problems develop.
  
                               ORGANIZATIONAL HISTORY
  
           We were originally incorporated in the state of Texas in September
  1991 under the name of Bio Pharmaceutics, Inc. In November 1991, we changed our
  name to Cytoclonal Pharmaceutics Inc. We were then reincorporated in the state
  of Delaware by merger into a wholly-owned Delaware subsidiary in January 1992.
  Our executive offices are located at 9000 Harry Hines Boulevard, Suite 621,
  Dallas, Texas 75235 and our telephone number is (214) 353-2922.
  
  
                                         4
  
  <PAGE>   8
  
                                    THE OFFERING
  
  <TABLE>
  
  <S>                                                        <C>
  Securities Offered........................................ 1,500,000 shares of common stock acquired or to be
                                                             acquired by the selling stockholders upon the exercise
                                                             of options granted to them under our 1996 Stock
                                                             Option Plan. See "Selling Stockholders" and "Plan of
                                                             Distribution."
  
  Common Stock outstanding as of August 17, 1999,
  excluding 10,884,742 shares of common stock which
  are issuable upon the exercise of outstanding warrants
  and options............................................... 10,395,210
  
  Risk Factors.............................................. The securities offered hereby involve a high degree of
                                                             risk. Only investors who can bear the loss of their
                                                             entire investment should invest. See "Risk Factors."
  
  Dividend Policy........................................... We will not receive any of the proceeds when the
                                                             Selling Stockholders sell their shares of common
                                                             stock. We may, however, receive proceeds when such
                                                             Selling Stockholders exercise their options to purchase
                                                             our common stock. We intend to utilize the net
                                                             proceeds from the exercise of options to fund our
                                                             research and development activities, including paying
                                                             royalties and licensing fees, and for general working
                                                             capital purposes and operating expenses. See "Use of
                                                             Proceeds."
  
  Dividend Policy........................................... We currently intend to retain all future earnings to
                                                             fund the development and growth of our business. We
                                                             do not anticipate paying cash dividends.
  
  Nasdaq Small Cap Market Symbols........................... Common stock - "CYPH"
                                                             Class C warrants - "CYPHW"
                                                             Class D warrants - "CYPHZ"
  
  </TABLE>
  
  
  
  
  
  
                                         5
  
  <PAGE>   9
  
                                    RISK FACTORS
  
           You should carefully consider the following factors and other
  information in this prospectus before deciding to invest in the securities we
  are offering in this prospectus.
  
  INVESTORS WILL EXPERIENCE A LOSS IN THE BOOK VALUE OF THEIR COMMON STOCK DUE TO
  OUR ACCUMULATED DEFICIT.
  
           We had an accumulated deficit of $19,744,000 as of June 30, 1999
  (unaudited) and $17,832,000 as of the fiscal year ended December 31, 1998. Our
  statement of operations for the fiscal year ended December 31, 1997 shows net
  losses of $3,252,000, which means a loss of $.42 per share of common stock. Our
  statement of operations for the fiscal year ended December 31, 1998 shows net
  losses of $2,728,000, which means a loss of $.30 per share of common stock.
  Investors purchasing shares of our common stock will experience a loss in the
  book value of their shares due to our net losses.
  
  BECAUSE WE CONTINUE TO EXPERIENCE LOSSES DUE TO OUR RESEARCH AND DEVELOPMENT
  ACTIVITIES, WE MAY HAVE DIFFICULTY IN RAISING CAPITAL AND OUR STOCKHOLDERS
  COULD EXPERIENCE A DECREASE IN THE VALUE OF THEIR INVESTMENT.
  
           From our formation in 1991 to the date of this prospectus, we have
  been experiencing substantial operating losses due to our increasing research
  and development activities and general and administrative expenditures. We
  expect to have additional losses in the future. Although we had revenue in 1998
  from our license agreement with Bristol-Myers Squibb, it was and remains our
  sole source of revenue. We cannot say with any certainty that we will have any
  future revenue or, if we do have revenue, that it will be profitable. Our
  failure to become profitable may make it more difficult for us to raise
  additional capital on favorable terms, if at all. Such failure could have a
  material adverse effect on our business.
  
  WE WILL NEED SUBSTANTIAL FUNDS IN THE FUTURE, AND WE MAY HAVE TO ISSUE
  ADDITIONAL SECURITIES TO DO SO, WHICH WILL RESULT IN DILUTION TO THE VALUE OF
  OUR SECURITYHOLDERS' INVESTMENT.
  
           Since our formation in 1991, we have relied on loans, private
  financings, and our November 1995 initial public offering to allow us to
  continue our operations. Our cash requirements in the future may be
  significantly different from our current estimates because of changes in our
  research and development programs, increased competition, advances in
  technology and other factors. We cannot say with any certainty that required
  financing will be available to us on favorable terms, if at all. If we decide
  to raise additional money by issuing more of our securities, securityholders
  will experience a dilution to the value of their securities at the time of
  issuance.
  
  WE DO NOT HAVE ANY PRODUCTS TO DATE AND RELY HEAVILY ON OUR LICENSE
  AGREEMENTS-THE LOSS OF ANY OF WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
  BUSINESS AND CAUSE A DECREASE IN THE VALUE OF OUR SECURITYHOLDERS' INVESTMENT.
  
           We have key license and collaborative agreements with several
  pharmaceutical companies and research institutions, including, but not limited
  to, Bristol-Myers Squibb, Enzon, the Research & Development Institute at
  Montana State University, the Washington State University Research Foundation,
  the University of California at Los Angeles, and the University of Texas at
  Dallas. We have also entered into a joint venture agreement with Pestka
  Biomedical Laboratories, Inc. In general, we have annual milestone and royalty
  fee obligations under these agreements. Although we are currently compliant
  under these agreements and do not foresee any future noncompliance, our
  industry is extremely competitive and volatile. Generally, if we fail to
  satisfy such obligations or cure any other default listed in such agreements,
  the other parties may terminate them. Also, we cannot give any assurance that
  the other parties to our agreements will honor their obligations, or that we
  will be able to extend any of the agreements if they expire. We also cannot
  give any assurance that we will be able to enter into new collaborative
  agreements with existing or new partners. If we are unable to make the other
  parties to our agreements honor their contractual obligations or to extend our
  current agreements or if we fail to enter into any additional arrangements, we
  may require additional money to
  
  
                                         6
  
  <PAGE>   10
  
  
  
  continue our current activities. The termination or breach of our agreements or
  licenses, or our failure to enter into additional agreements and licenses may
  have a material adverse effect on our business.
  
  ALTHOUGH WE DO NOT HAVE ANY PRODUCTS TO DATE, EVEN IF WE DO HAVE THEM IN THE
  FUTURE, THEY MIGHT NOT WORK OR THEY MIGHT BE TOXIC, DIFFICULT TO PRODUCE ON A
  COMMERCIAL SCALE OR DISLIKED BY OUR CUSTOMERS. THIS COULD MATERIALLY ADVERSELY
  AFFECT OUR BUSINESS AND CAUSE OUR SECURITYHOLDERS TO LOSE THEIR INVESTMENT.
  
           Research and development of anti-cancer drugs is a lengthy and costly
  process. We cannot say with any certainty that we will be able to develop or
  produce any products or, if we do, that they will work as intended, be
  non-toxic, that customers will like them or that they will be capable of being
  manufactured on a large scale. Furthermore, our products will be in the
  biotechnology field which has historically had a large number of unsuccessfully
  developed products, or if developed, such products have been commercially,
  scientifically or medically unacceptable. Any of these impediments could have a
  material adverse effect on our business and cause a decrease in the value of
  our securityholders' investment.
  
  WE MIGHT NOT HAVE ENOUGH RESOURCES TO COMPETE WITH THE BIOTECHNOLOGY LEADERS,
  AND INVESTORS COULD LOSE THEIR MONEY.
  
           We have less than 20 employees in the heavily regulated, competitive
  and quickly changing biotechnology industry. Most of our competitors have more
  personnel, research and development experience, experience in getting
  governmental approval and money than us. Our business may be materially
  adversely affected if our competitors develop products before us or produce
  superior products to ours.
  
  IF COMPETITORS ARE SUCCESSFUL IN THEIR CHALLENGE OF BRISTOL-MYERS SQUIBB'S
  PATENT, WE COULD BE INDIRECTLY HURT UNDER OUR LICENSE AGREEMENT WITH
  BRISTOL-MYERS SQUIBB, AND OUR SECURITYHOLDERS COULD EXPERIENCE A DECREASE IN
  THE VALUE OF THEIR INVESTMENT.
  
           In June 1998, we entered into license agreement with Bristol-Myers
  Squibb, an industry leader, for the development of Paclitaxel production
  system. To date, this license agreement has been our sole source of revenue. In
  June 1991, the National Cancer Institute entered into a collaborative research
  and development agreement with Bristol- Myers Squibb to develop Paclitaxel, and
  it granted Bristol-Myers Squibb the exclusive use of the Institute's clinical
  data in Bristol-Myers' search for FDA approval until December 1997. This
  significantly shortened the approval process and prevented any other party from
  obtaining the Food & Drug Administration's approval using the Institute's data.
  Although Bristol-Myers Squibb has since lost its right of exclusivity under the
  agreement, it has patented its method of delivering Paclitaxel intravenously to
  a patient. Such patent has in fact kept the Institute's data exclusive and has
  put other companies at a competitive disadvantage by effectively preventing
  them from using the data. Other companies are currently contesting the
  exclusivity of this data in the courts. If such competitors are successful in
  their challenge, Bristol-Myers Squibb could suffer which in turn would decrease
  the value of our license agreement with them and our securityholders could
  experience a decrease in the value of their investment.
  
  WE RELY ON BROAD PATENT PROTECTION FOR OUR TECHNOLOGY BUT WE MAY NOT HAVE
  ENOUGH RESOURCES TO CONDUCT OR DEFEND OURSELVES FROM LONG AND EXPENSIVE
  LITIGATION CLAIMS REGARDING THE BREADTH OF PATENTS, AND OUR SECURITYHOLDERS
  COULD EXPERIENCE A DECREASE IN THE VALUE OF THEIR INVESTMENT.
  
           Our success will depend on our ability to get patent protection for
  our products and processes in the United States and elsewhere. We have filed
  and intend to continue to file patent applications as we need them. We cannot
  say with any certainty, however, that any additional patents will issue from
  any of these applications or, if patents do issue, that the claims allowed will
  be sufficiently broad to protect our technology. Also, we cannot say with any
  certainty that any patents issued to us or licensed by us can withstand
  challenges made by others or that we will able to protect our rights. Our
  business may be materially adversely affected if we are unable to obtain or
  enforce patent protection.
  
  
                                         7
  
  <PAGE>   11
  
  
  
           To date, we have not been sued or threatened by parties claiming that
  we have infringed their patents. Further, we do not believe that any of our
  patents have been infringed by other parties, and, accordingly, we have not
  taken any action to date. However, we are aware of patent applications and
  issued patents belonging to our competitors, and we are uncertain whether any
  of these, or of any patent applications which we do not know about, will
  require us to alter or cease our potential products or processes. We cannot say
  with any certainty that we will be able to obtain any licenses to technology
  that we will require or, if obtainable, that the cost of them will be
  reasonable. Our failure to obtain any necessary licenses to any technology
  could substantially hurt our business. Expensive and drawn-out litigation may
  also be necessary for us to assert any of our rights or to determine the scope
  and validity of rights claimed by other parties. Litigation could be too
  expensive for us to pursue without great cost and uncertainty as to the
  outcome. Our failure to pursue litigation could result in the loss of our
  rights which could substantially hurt our business.
  
  WE ARE IN DIRECT COMPETITION WITH OTHER BIOPHARMACEUTICAL COMPANIES TO DEVELOP
  AND PRODUCE ANTI-CANCER PRODUCTS. OUR BUSINESS WOULD BE MATERIALLY ADVERSELY
  AFFECTED IF OUR TRADE SECRETS AND CONFIDENTIAL INFORMATION WERE DISCLOSED TO
  OUR COMPETITORS, AND INVESTORS COULD EXPERIENCE A DECREASE IN THE VALUE OF
  THEIR INVESTMENTS.
  
           We also rely on trade secrets and confidential information which we
  try to protect by entering into confidentiality agreements with other parties.
  We cannot say with any certainty that any of the confidentiality agreements
  will be honored or, if breached, we would have enough remedies to protect the
  confidential information, or that our competitors will not independently learn
  our trade secrets. The loss of our trade secrets would substantially hurt our
  business.
  
  WE ARE A SMALL COMPANY WITH LITTLE REVENUE, AND WE MAY NOT HAVE THE HUMAN AND
  FINANCIAL RESOURCES TO WITHSTAND THE REQUIRED LENGTHY FDA TESTING AND APPROVAL
  PROCESSES.
  
           The Food & Drug Administration and other similar agencies in foreign
  countries have lengthy and detailed laboratory testing and approval
  requirements for therapeutic and diagnostic pharmaceutical and biological
  products. It often takes companies several years and large sums of money to
  satisfy these requirements, depending on the complexity and novelty of the
  products. Since we are a small company within limited personnel and financial
  resources, we might not be able to withstand the rigorous and time consuming
  FDA approval process as compared to our larger competitors. Furthermore, since
  we are in the highly competitive biopharmaceutical industry, any failure or
  delay in obtaining any FDA approvals could substantially hurt our company, and
  investors could lose their money. We cannot say with any certainty that the FDA
  or other regulatory agencies will grant us approval for any of our products on
  a timely basis, if at all.
  
  WE HAVE LITTLE REVENUE AND MAY NOT HAVE THE FINANCIAL RESOURCES TO COMPLY WITH
  OSHA, EPA AND OTHER AGENCIES' REQUIREMENTS.
  
           We have to comply with the Occupational Safety and Health
  Administration, Environmental Protection Agency, Toxic Substances Control Act,
  Resource Conservation and Recovery Act and other regulatory laws. In the
  future, we could also be subject to other federal, state or local regulations.
  OSHA or the EPA may establish regulations which could affect our research and
  development programs. We are unable to predict whether any agency will adopt
  any rule which could substantially hurt our business.
  
  OUR PRODUCTS, IF ANY, WILL BE INNOVATIVE AND MAY NOT BE COVERED BY INSURANCE
  COMPANIES OR OTHER THIRD-PARTY PAYERS WHICH MAY MAKE OUR PRODUCTS LESS
  MARKETABLE TO OUR CUSTOMERS AND CAUSE A DECREASE IN THE VALUE OF OUR
  SECURITYHOLDERS' INVESTMENT.
  
  
                                         8
  
  <PAGE>   12
  
  
           Our success in developing our products may depend, in part, on whether
  we will be reimbursed by government health administration authorities, private
  health insurers and other organizations. There is significant uncertainty if
  costs associated with newly-approved health care products will be reimbursed.
  If adequate coverage and reimbursement levels are not provided by government
  and third-party payers for uses of our products, it will make it very difficult
  for us to market our products to doctors and hospitals because their patients
  might not be able to pay for the products without any insurance coverage or
  reimbursement. We cannot say with any certainty whether sufficient insurance
  coverage will be available for us to establish and maintain price levels
  sufficient to realize an appropriate return on developing new products.
  Government and other third-party payers are attempting to contain health care
  costs more every day by limiting both coverage and the level of reimbursement
  of new therapeutic and diagnostic products approved for marketing by FDA and by
  refusing, in some cases, to provide any coverage of uses of approved products
  for disease indications for which FDA has not granted marketing approval. Such
  refusal by insurance companies and third-party payers to reimburse the costs
  of, expenses associated with, our products might have a material adverse effect
  on our business.
  
  OUR LICENSE AGREEMENT WITH BRISTOL-MYERS SQUIBB, AN INDUSTRY LEADER, HAS, TO
  DATE, BEEN OUR SOLE SOURCE OF REVENUE. OUR SECURITYHOLDERS COULD EXPERIENCE A
  DECREASE IN THE VALUE OF THEIR INVESTMENTS IF SUCH AGREEMENT IS TERMINATED OR
  CEASES TO GENERATE REVENUE.
  
           In June 1998, we entered into a license agreement and a research and
  development agreement with Bristol- Myers Squibb. Through June 30, 1999, we
  have earned $1,666,000 in revenue from the license agreement. Such agreement
  has been our sole source of revenues to date. Under the license agreement, we
  granted to Bristol-Myers Squibb exclusive sublicenses under our agreements with
  the Research & Development Institute at Montana State University and the
  Washington State University Research Foundation relating to technologies for
  the production of Paclitaxel. Our license agreement with Bristol-Myers Squibb
  requires them to pay us royalty and milestone payments. The term of our license
  agreement with Bristol-Myers Squibb ends on the later ten (10) years from the
  first commercial sale of the licensed products or such time as neither the
  making, use nor sale at the time by Bristol-Myers Squibb, its affiliates or
  sublicensees does not infringe any U.S. or foreign patents or patent
  applications, copyrights or trademarks owned and licensed by the Research &
  Development Institute and the Washington State University Research Foundation.
  Bristol-Myers Squibb may terminate the license agreement upon 90 days notice.
  We cannot say with any certainty that Bristol-Myers Squibb will successfully
  manufacture or market the licensed property, if at all, or that we will be able
  to maintain our agreements with the Research & Development Institute or the
  Washington State University Research Foundation. Although we do not have any
  reason to believe Bristol-Myers Squibb is unwilling to work with us under our
  license agreement with them, it is a possibility that Bristol-Myers Squibb
  might, in the future, decide not to utilize our technology, use other
  technology they find superior or enter into a license agreement or agreements
  with another party or parties, thereby decreasing their need to utilize our
  technology under our license agreement with them or even cause them to
  terminate the license agreement. Our loss of the license agreement with
  Bristol-Myers Squibb could have a material adverse effect on our business and
  stockholders could experience a decrease in the value of their investments.
  
  WE LACK MANUFACTURING EXPERIENCE AND FACILITIES, AND IF WE HAVE TO EXPEND
  RESOURCES TO BUILD FACILITIES OR IF WE FAIL TO HIRE COMPETENT OUTSIDE
  MANUFACTURERS, OUR SECURITYHOLDERS COULD EXPERIENCE A DECREASE IN THE VALUE OF
  THEIR INVESTMENT.
  
           We currently do not have facilities or personnel capable of
  manufacturing any products in commercial quantities. In the future, we may
  establish our own manufacturing facilities to manufacture products if it
  becomes economically attractive to do so. Building and operating production
  facilities would require substantial additional funds and other resources and
  well as interrupt our daily operations. We cannot be sure, however, whether
  sufficient funds to build satisfactory manufacturing facilities would be
  available on favorable terms to us, if at all. If we cannot obtain sufficient
  financing, we will most likely have to retain outside manufacturers. We cannot
  be sure, however, whether we will be able to retain competent manufacturers at
  affordable rates, or that the manufacturers will be able to produce and deliver
  our products pursuant to our instructions concerning quality, quantity and time
  as well as other factors.  If we
  
  
                                         9
  
  <PAGE>   13
  
  are unable to manufacture our products, if any, or have them manufactured by
  others our business would be materially adversely affected and our
  securityholders would experience a decrease in the value of their investment.
  
  WE LACK MARKETING EXPERIENCE. IF WE FAIL TO RETAIN COMPETENT MARKETING
  PERSONNEL OR OUTSIDE MARKETERS, OR IF WE HAVE INSUFFICIENT RESOURCES TO MARKET
  OUR PRODUCTS, OUR SECURITYHOLDERS COULD EXPERIENCE A DECREASE IN THE VALUE OF
  THEIR INVESTMENTS.
  
           As of August 17, 1999, we had 19 employees, none of whom have any
  experience in marketing pharmaceutical products. We would have to spend
  significant funds and dedicate a significant amount of management resources to
  develop our own sales force. We cannot say with any certainty that any funds or
  resources for such purposes will be available on favorable terms, if at all.
  Further, we cannot say with any certainty that, with a sales force, we would
  successfully penetrate the markets for any of our products. For certain
  products under development, we may seek to enter into marketing agreements with
  other entities which would grant them exclusive marketing rights in return for
  royalties based on sales, if any. Under some of these agreements, the other
  entity may have the responsibility for all or a significant part of the
  development and obtaining regulatory approval. In the event that the marketing
  and development partner fails to develop a marketable product or fails to
  successfully market a product, our business could be substantially hurt. The
  sale of certain products outside the United States will also be dependent upon
  the successful completion of arrangements with future partners, licensees or
  distributors in each territory. We cannot give any assurance, however, that we
  will successfully establish any additional collaborative arrangements or that,
  if established, such future partners will successfully commercialize any
  products, if at all.
  
  WE ARE A SMALL COMPANY AND HEAVILY DEPEND UPON OUR OFFICERS, DIRECTORS AND
  SCIENTISTS WHO ARE HIGHLY SKILLED IN BIOPHARMACOLOGY, ESPECIALLY OUR CHIEF
  EXECUTIVE OFFICER AND PRESIDENT, ARTHUR P. BOLLON, PH.D. OUR BUSINESS WOULD BE
  MATERIALLY ADVERSELY AFFECTED BY THE LOSS OF ANY SUCH PERSONS, AND
  SECURITYHOLDERS COULD EXPERIENCE A DECREASE IN THE VALUE OF THEIR INVESTMENT.
  
           Much of our success depends upon the continued contributions of our
  executive officers, scientific and technical personnel and consultants. We are
  particularly dependent upon Arthur P. Bollon, Ph.D., the Chairman of our Board
  of Directors, Chief Executive Officer and President, and Daniel Shusterman, the
  Vice President of Operations, Treasurer and Chief Financial Officer, Dorit
  Arad, Ph.D., our Vice President of Drug Design, as well as our senior
  scientists, Susan L. Berent, Ph.D., Hakim Labidi, Ph.D., Rajinder S. Sidhu,
  Ph.D. and Richard M. Torczynski, Ph.D. As of August 17, 1999, we had 19
  full-time employees, 15 of whom are engaged directly in research and
  development activities, including 6 Ph.D.s, and 4 of whom are in executive and
  administrative positions. Our employees are not governed by any collective
  bargaining agreement, and we believe that our relationship with our employees
  is good. We currently have an employment agreement with Dr. Bollon which
  expires on November 6, 2003. Although we maintain "key person" life insurance
  which provides that upon the death or incapacity of Dr. Bollon, we will receive
  $2 million, Dr. Bollon's death or incapacity could substantially hurt our
  business. The competition for qualified personnel is intense, and the loss of
  services of certain key personnel could substantially hurt our business.
  
  OUR SCIENTISTS WORK FOR OTHER COMPANIES AND INSTITUTIONS, AND WE MAY NOT HAVE
  THE RIGHT TO THEIR INVENTIONS AND DISCOVERIES, WHICH MIGHT HAVE A MATERIAL
  ADVERSE EFFECT ON OUR BUSINESS.
  
           Our scientific collaborators and advisors are employed by companies
  and institutions other than us, and some of them have consulting or other
  advisory arrangements with other entities and institutions which could conflict
  or compete with their obligations to us. Inventions or processes discovered by
  such persons will not necessarily become our property but may remain the
  property of such persons or of such persons' full-time employers. Our failure
  to successfully assert our rights to any inventions or processes discovered by
  our scientists might have a material adverse affect on our business.
  
  
                                         10
  
  <PAGE>   14
  
  IF WE CANNOT OBTAIN SATISFACTORY PRODUCT LIABILITY INSURANCE FOR OUR FUTURE
  PRODUCTS, IF ANY, WE MAY NOT BE ABLE TO ENTER INTO MATERIAL AGREEMENTS WHICH
  REQUIRE US TO HAVE SUCH INSURANCE, AND INVESTORS COULD, THEREFORE, EXPERIENCE A
  DECREASE IN THE VALUE OF THEIR INVESTMENT.
  
           To date, we have not had any product liability claims filed or
  threatened against us. In the future, however, when and if we develop products,
  our products could expose us to product liability claims. Although we intend to
  obtain product liability insurance for our ongoing clinical trials, we cannot
  say with any certainty that we will be able to obtain, maintain or increase our
  insurance coverage in the future on terms favorable to us, if at all, or that
  any claims against us will not be greater than the amount of such coverage.
  Distributors of pharmaceutical and biological products often require minimum
  product liability insurance coverage as a condition before they start
  purchasing or accepting products for distribution. Our failure to satisfy such
  insurance requirements could decrease our ability to achieve broad distribution
  of our proposed products and have a material adverse effect on our business and
  investors could experience a decrease in the value of their investment.
  
  THE VALUE OF OUR SECURITYHOLDERS' INVESTMENT MAY BE SUPPRESSED BECAUSE OUR
  COMPANY MAY BE A LESS ATTRACTIVE TAKEOVER CANDIDATE DUE TO THE FACT THAT A
  MAJORITY OF OUR STOCK IS OWNED BY AFFILIATES.
  
           Our current officers, directors and stockholders who own more than 5%
  of our securities beneficially own or control approximately 57.0% of our
  outstanding shares of common stock, which represents approximately 54.0% of our
  total outstanding voting securities. Such officers, directors and principal
  stockholders may, therefore, be able to elect all of our directors, to
  determine the outcome of most corporate actions requiring stockholder approval,
  and otherwise to control the direction of our business which may cause the
  price of our common stock to be suppressed.
  
  ALTHOUGH WE DO NOT PAY DIVIDENDS ON OUR COMMON STOCK, WE PAY ANNUAL DIVIDENDS
  ON OUR SERIES A PREFERRED STOCK BY GIVING THE HOLDERS THEREOF MORE SERIES A
  PREFERRED STOCK. OUR SERIES A PREFERRED STOCK IS CONVERTIBLE INTO COMMON STOCK,
  AND SUCH CONVERSION WILL DILUTE THE BOOK VALUE OF THE COMMON STOCK PURCHASED IN
  THIS OFFERING.
  
           Since 1991, we have not paid any dividends on our common stock. We
  intend to retain future earnings, if any, to provide funds for the operation of
  our business and, accordingly, do not anticipate paying any cash dividends on
  our common stock in the future. Furthermore, the terms of our outstanding
  series A preferred stock do not allow for the payment of cash dividends on the
  common stock unless and until all accrued and unpaid dividends on the series A
  preferred stock shall have been paid or set apart for payment. Historically
  speaking, we have paid dividends on our series A preferred stock with
  payment-in-kind. Our series A preferred stock is convertible into an equal
  number of shares of common stock. As more holders of the series A preferred
  stock convert their preferred stock into common stock, investors in this
  offering will experience a decline in the book value of their common stock.
  
  WE ARE OBLIGATED TO INDEMNIFY OUR OFFICERS AND DIRECTORS, ABSENT CERTAIN
  CIRCUMSTANCES, WHICH MAY REQUIRE US TO SPEND TIME AND MONEY OTHERWISE
  ALLOCATED, AND CAUSE A DECREASE IN THE VALUE OF OUR SECURITYHOLDERS'
  INVESTMENT.
  
           We are incorporated under the laws of the state of Delaware. Our
  certificate of incorporation includes certain provisions permitted under the
  Delaware General Corporation Law, whereby our officers and directors are
  indemnified by us against certain liabilities. Our certificate of incorporation
  also limits, to the fullest extent permitted by Delaware General Corporate Law,
  a director's liability for monetary damages for breach of fiduciary duty,
  including gross negligence, except liability for breach of loyalty, acts or
  omissions not in good faith or which involve intentional misconduct or a
  knowing violation of the law, the unlawful payment of a dividend or unlawful
  stock purchase or redemption and any transaction from which the director
  derives an improper personal benefit. An insurance policy, which provides for
  coverage for certain liabilities of its officers and directors has been issued
  to us. However, although we do not currently know of any conduct of any officer
  or director which may have a material effect on our business, if such insurance
  proves to be inadequate, we will have to use funds otherwise allocated to
  indemnify any director. The
  
  
                                         11
  
  <PAGE>   15
  
  
  use of funds and resources, including management's time and energy, to properly
  indemnify or otherwise prepare for the defense of any director might have a
  material adverse effect on our business.
  
  WE ARE RELIANT UPON THE MARKET-MAKING ACTIVITIES OF JANSSEN-MEYERS ASSOCIATES,
  L.P., WHICH IS ALSO AN AFFILIATE. WITHOUT JANSSEN-MEYERS' MARKET-MAKING
  ACTIVITIES, INVESTORS MAY HAVE DIFFICULTY RESELLING THEIR SECURITIES.
  
           Messrs. Meyers and Janssen are the principals of the corporate general
  partner of one of our market-makers who was also the underwriter of our initial
  public offering, Janssen-Meyers Associates, L.P. If Janssen-Meyers or its
  affiliates are deemed to have control of our business, regulatory requirements
  of the SEC, Nasdaq and the New York Stock Exchange, Inc. could prevent them
  from engaging in market-making activities relating to our securities. If
  Janssen-Meyers is unable to make a market in our securities because it is
  deemed to have effective voting control or if, for any other reason, it chooses
  not to or is unable to make a market in our securities, there can be no
  assurance that any other broker-dealers would make a market in our securities.
  Without market-makers, it would be very difficult for holders of our securities
  to sell their securities in the secondary market, and the market prices for
  such securities would be substantially harmed. Also, we cannot give any
  assurances that an active trading market for our securities be maintained
  whether or not Janssen-Meyers makes a market in our securities. In the absence
  of such a market, investors may be unable to liquidate their investment.
  
  IF WE FAIL TO MEET NASDAQ'S MAINTENANCE REQUIREMENTS AND ARE DELISTED FROM
  NASDAQ, INVESTORS MAY HAVE DIFFICULTY SELLING THEIR SECURITIES, WHICH WOULD
  CAUSE A DECREASE IN THE VALUE OF THEIR INVESTMENT.
  
           Our common stock, class C warrants and class D warrants are currently
  quoted on the Nasdaq SmallCap Market System. Our common stock is quoted under
  the symbol, "CYPH." Our class C warrants are quoted under the symbol, "CYPHW."
  Our class D warrants are quoted under the symbol, "CYPHZ." Nasdaq has certain
  requirements that every company must meet in order to have their securities
  quoted on the Nasdaq SmallCap System. Although we currently meet Nasdaq's
  criteria for continued listing, we cannot say with any certainty that we will
  continue to meet such criteria.
  
  
           For continued inclusion on the Nasdaq SmallCap Market System, a
  company has to maintain the following:
  
                    o        either:
                             o        net tangible assets of $2 million,
                             o        market capitalization of $35 million or
                             o        net income of $500,000 in the most recently
                                      completed fiscal year or in two of the last
                                      three most recently completed fiscal years;
  
                    o        a minimum bid price of $1.00 per share;
                    o        in the case of a convertible debt security, a
                             principal amount outstanding of at least $5 million;
                    o        in the case of common stock, at least 300 round lot
                             holders; and
                    o        500,000 publicly held shares having a market value
                             of at least $1 million.
  
           If we are unable to meet the continued listing criteria of the Nasdaq
  SmallCap Market System any time in the future due to our continued operating
  losses or otherwise, and our securities are delisted, trading of our
  securities, if any, would be conducted in the over-the-counter market in the
  so-called "pink sheets" or, if available, the NASD's "Electronic Bulletin
  Board." As a result, investors could find it more difficult to dispose of, or
  to obtain accurate quotations as to the value of, our securities.
  
  IF WE ARE DELISTED FROM NASDAQ, BROKER-DEALERS MAY BE UNWILLING TO SELL
  INVESTORS' STOCK, AND INVESTORS WOULD EXPERIENCE A DECREASE IN THE VALUE OF
  THEIR INVESTMENT.
  
  
                                         12
  
  <PAGE>   16
  
           If our securities are delisted from the Nasdaq SmallCap Market System,
  they may become subject to Rule 15g-9 under the Securities Exchange Act of
  1934, which imposes additional sales practice requirements on broker-dealers
  that sell such securities. There are exceptions to Rule 15g-9 and they include
  transactions meeting the safe-harbor requirements of Rules 505 or 506 under
  Regulation D of the Securities Act, and transactions in which the purchaser is
  an institutional accredited investor, as defined in the Securities Act, or an
  established customer, as defined in the Securities Act, of the broker-dealer.
  For transactions which have to comply with the requirements of Rule 15g-9 under
  the Securities Exchange Act of 1934, a broker-dealer must determine whether or
  not the purchaser meets a special suitability standard, and the broker-dealer
  must receive the purchaser's written consent to the transaction before the
  sale. These requirements could make broker-dealers unwilling or even unable to
  sell our securities which could make it more difficult for our investors to
  resell their securities to other parties.
  
  IF OUR STOCK IS DELISTED BY NASDAQ AND BECOMES A "PENNY STOCK," INVESTORS MIGHT
  EXPERIENCE A DECREASE IN THE VALUE OF THEIR INVESTMENTS DUE TO THE RESTRICTIONS
  ON BROKER-DEALERS IN SELLING "PENNY STOCK."
  
           The SEC defines a "penny stock" to be any equity security that has a
  market price under $5.00 per share or has an exercise price under $5.00 per
  share, subject to certain exceptions. Unless exempt, the rules require the
  delivery, prior to any transaction in a penny stock, of SEC material telling
  the purchaser certain information about the penny stock. Purchasers must also
  be told about the commissions that the broker-dealers and the registered
  representatives will get and they must be told about the securities current
  prices. Finally, purchasers must also be given statements every month which
  have to tell the purchaser about his or her securities' recent prices and about
  the limitations of the penny stock market. These penny stock restrictions will
  not apply to our securities if they stay quoted on the Nasdaq SmallCap Market
  System, and if they have certain price and volume information provided on a
  current and continuing basis or if they meet certain minimum net tangible
  assets or average revenue criteria. We cannot say with any certainty, however,
  that our securities will continue to meet the Nasdaq SmallCap Market
  requirements in the future and if we do not, the prices of our securities could
  decrease and investors could find it difficult to sell their securities. If we
  were to remain exempt from the penny-stock restrictions, we still have to
  comply with Section 15(b)(6) under the Securities Exchange Act of 1934, which
  gives the SEC the authority to stop any person who breaks the law when selling
  penny stock from selling any more penny stock or from working with any
  broker-dealer.
  
  WE HAVE GRANTED REGISTRATION RIGHTS TO SEVERAL PARTIES HOLDING OUR COMMON STOCK
  OR WHO HAVE THE RIGHT TO PURCHASE OUR COMMON STOCK. THE REGISTRATION OF SUCH
  SECURITIES WILL INCREASE THE NUMBER OF FREELY TRADEABLE SHARES OF OUR COMMON
  STOCK AND MAY DECREASE THE BOOK VALUE OF OUR SECURITYHOLDERS' SHARES OF OUR
  COMMON STOCK.
  
           There will be 11,895,210 registered shares of our common stock
  outstanding upon the completion of this offering. All of these shares will be
  freely transferrable without restriction if we continue to comply with the SEC
  and certain states' registration requirements. Certain of our other outstanding
  securities are not registered with the SEC, and are considered to be
  "restricted securities" as that term is defined in Rule 144 under the
  Securities Act and may only be sold in certain circumstances.
  
           We have also granted certain investors demand and "piggy-back"
  registration rights to have their common stock registered with the SEC. We will
  have to pay for the expense of registration if one or more of these groups
  exercise their demand registration rights or "piggy-back" registration rights.
  The expense could be high. Also, because there would be a high number of shares
  outstanding, we could find it more difficult to obtain future financing.
  
            The sale, or availability for sale, of substantial amounts of common
  stock in the public market pursuant to Rule 144 or registration could cause the
  market price of the common stock and our other securities to decrease which
  could hurt our ability to raise additional money through the sale of our
  securities or through debt financing. Also, to the extent that outstanding
  options and warrants are exercised, securityholders' ownership interest will
  drop. Also, if and to the extent that we reduce the exercise price of
  outstanding warrants or options, our stockholders could experience additional
  dilution.
  
  
                                         13
  
  <PAGE>   17
  
  THE VALUE OF THE SECURITYHOLDERS' INVESTMENT MAY BE SUPPRESSED BECAUSE OUR
  COMPANY MAY BE A LESS ATTRACTIVE TAKEOVER CANDIDATE DUE TO THE FACT THAT OUR
  BOARD OF DIRECTORS HAS THE DISCRETION TO ISSUE 10,000,000 SHARES OF PREFERRED
  STOCK SUPERIOR TO OUR COMMON STOCK WITHOUT STOCKHOLDER APPROVAL.
  
           Our certificate of incorporation authorizes our board of directors to
  issue a maximum of 10,000,000 shares of preferred stock on terms which may be
  determined by them without getting stockholder approval. Of these 10,000,000
  shares, 4,000,000 shares have already been designated as series A preferred
  stock of which 705,343 remain outstanding as of August 17, 1999. The series A
  preferred stock may be converted by the holder into an equal number of shares
  of common stock. Also, the terms of the series A preferred stock include
  dividend and liquidation preferences which could also hurt the rights of
  holders of the common stock being offered hereby. Each share of series A
  preferred stock is entitled to one vote on all matters on which the common
  stock has the right to vote. Holders of series A preferred stock are entitled
  to vote as a separate class on any proposed adverse change in their rights,
  preferences or privileges and any increase in the number of authorized shares
  of series A preferred stock. Further, the terms of any additional series of
  preferred stock, which may also include priority claims to assets and
  dividends, as well as special voting rights, could hurt the rights of the
  holders of the common stock being offered hereby. Other than the series A
  preferred stock, we have not issued any other preferred stock, and we do not
  plan to issue any additional preferred stock other than payment- in-kind
  dividends. Investors should also know that if too much preferred stock is
  outstanding, it could make it more difficult for a third party to take control
  of our business or to remove our board of directors and executive officers.
  Hostile bids for control of a company usually result in the market prices for a
  company's securities to increase. It would also dilute or subordinate the
  rights of holders of common stock and cause the market price of the common
  stock to drop.
  
  
                                  USE OF PROCEEDS
  
           We will not receive any proceeds when the Selling Stockholders' sell
  their common stock to others. However, we may receive proceeds when the Selling
  Stockholders exercise their options to acquire such common stock. We intend to
  use any such proceeds for research and development and other general corporate
  purposes.
  
                          DETERMINATION OF OFFERING PRICE
  
           The Selling Stockholders may sell their shares of common stock through
  public or private transactions at current market prices, or at previously
  negotiated prices.
  
  
                                         14
  
  <PAGE>   18
  
                                SELLING STOCKHOLDERS
  
           The shares of common stock to which this prospectus relates are being
  registered for reoffers and resales by the Selling Stockholders who have
  acquired or may acquire such common stock pursuant to the exercise of options
  granted under our 1996 Stock Option Plan. The Selling Stockholders named below
  may resell all, a portion or none of their shares of common stock, from time to
  time.
  
           Participants under our 1996 Stock Option Plan who are deemed to be
  "affiliates" of Cytoclonal Pharmaceutics Inc. and who may acquire common stock
  under our 1996 Stock Option Plan may be added to the Selling Stockholders
  listed below from time to time by use of a prospectus supplement filed pursuant
  to Rule 424(b) under the Securities Act. An "affiliate" is defined in Rule 405
  under the Securities Act as a "person that directly, or indirectly, through one
  or more intermediaries, controls or is controlled by, or is under common
  control with" Cytoclonal Pharmaceutics Inc.
  
           The table below sets forth with respect to each Selling Stockholder
  who is an affiliate of Cytoclonal Pharmaceutics Inc., the number of shares of
  common stock beneficially owned before and after the sale of the common stock
  offered hereby, the number of shares of common stock to be sold, and the
  percent of the outstanding shares of common stock owned before and after the
  sale of the common stock offered hereby.
  
  
  <TABLE>
  <CAPTION>
                                                                                   COMMON
                                       COMMON              COMMON STOCK            STOCK
                                        STOCK              WHICH MAY BE         BENEFICIALLY           PERCENTAGE (%)
                                    BENEFICIALLY          SOLD PURSUANT             OWNED              OF COMMON
                                    OWNED BEFORE             TO THIS                AFTER              STOCK OWNED
       SELLING STOCKHOLDER           REOFFER (1)          PROSPECTUS (2)          REOFFER(2)         AFTER REOFFER (3)
       -------------------           -----------          ---------------         ----------         -----------------
  --------------------------------------------------------------------------------------------------------------------
  <S>                               <C>                   <C>                   <C>                  <C>
  Arthur P. Bollon, Ph.D.
  -President, Chairman
  and Chief Executive
  Officer                            633,400(4)                266,000             367,400                 3.0%
  --------------------------------------------------------------------------------------------------------------------
  Daniel M. Shusterman
  -Vice President
  Operations, Treasurer
  and Chief Financial
  Officer                             68,000(5)                 58,000              10,000                 *
  --------------------------------------------------------------------------------------------------------------------
  Ira Gelb, M.D.
  -Director                          112,000(6)                 93,000              19,000                 *
  --------------------------------------------------------------------------------------------------------------------
  Irwin Gerson
  -Director                          108,000(7)                 93,000              15,000                 *
  --------------------------------------------------------------------------------------------------------------------
  Walter Lovenberg, Ph.D.
  -Director                          113,500(8)                 93,000              20,500                 *
  --------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  ----------------------------
  *Represents less than 1%.
  
  (1)      Unless indicated, the we assume that all persons named in the table
           have sole voting and investment power with respect to all shares of
           our common stock beneficially owned by them. For purposes of this
           table, any security which such person has the right to acquire within
           60 days after such date is deemed to be outstanding for the
  
  
                                         15
  
  <PAGE>   19
  
  
  
           purpose of computing the percentage ownership for such person, but is
           not deemed to be outstanding for the purpose of computing the
           percentage of any other person.
  
  (2)      Does not include shares of common stock that may be acquired by the
           Selling Stockholders upon exercise of options which have not vested
           within 60 days of this prospectus which shares, if any, will be added
           to the number of shares listed by one or more supplements to this
           prospectus. Furthermore, the inclusion in this prospectus of the
           stated number of shares does not constitute a commitment to sell any
           or all of such shares. The number of shares of common stock offered
           shall be determined from time to time by each Selling Stockholder at
           his or her sole discretion.
  
  (3)      Based on an aggregate of 11,895,210 shares of common stock that will
           be issued and outstanding upon the completion of this offering,
           consisting of 10,395,210 shares of common stock issued and outstanding
           as of August 17, 1999 and the 1,500,000 shares of common stock to
           which this prospectus relates.
  
  (4)      Includes 167,400 shares of common stock and options to purchase
           466,000 shares of common stock. Does not include options to purchase
           79,000 shares of common stock not exercisable within 60 days hereof.
  
  (5)      Includes 5,000 shares of common stock and options to purchase 63,000
           shares of common stock. Does not include options to purchase 17,000
           shares of common stock not exercisable within 60 days hereof.
  
  (6)      Includes options to purchase 112,000 shares of common stock. Does not
           include options to purchase 17,000 shares of common stock not
           exercisable within 60 days hereof.
  
  (7)      Includes options to purchase 108,000 shares of common stock. Does not
           include options to purchase 17,000 shares of common stock not
           exercisable within 60 days hereof.
  
  (8)      Includes 2,500 shares of common stock, options to purchase 108,000
           shares of common stock and warrants to purchase 3,000 shares of common
           stock. Does not include options to purchase 17,000 shares of common
           stock not exercisable within 60 days hereof.
  
  
  
                                PLAN OF DISTRIBUTION
  
           The shares of common stock to which this prospectus pertains may be
  sold or transferred for value by the Selling Stockholders, or by pledgees,
  donees, transferees or other successors in interest to the Selling
  Stockholders, in one or more transactions on the Nasdaq SmallCap Market, in
  negotiated transactions or in a combination of such methods of sale, at market
  prices prevailing at the time of sale, at prices related to such prevailing
  market prices or at prices otherwise negotiates. The Selling Stockholders may
  effect such transactions by selling their shares of common stock to or through
  broker-dealers, and such broker-dealers may receive compensation in the form of
  underwriting discounts, concessions or commissions from the Selling
  Stockholders and/or the purchasers of the shares of common stock for whom such
  broker-dealers may act as agent (which compensation may be less than or in
  excess of customary commissions). The Selling Stockholders and any
  broker-dealers that participate in the distribution of the shares of common
  stock may be deemed to be "underwriters" within the meaning of Section 2(11) of
  the Securities Act, and any commissions received by them and any profit on the
  resale of the shares of common stock sold by them may deemed to be underwriting
  discounts and commissions under the Securities Act. The sale of the shares of
  common stock by the Selling Stockholders is subject to the prospectus delivery
  requirements of the Securities Act.
  
           Upon us being notified by a Selling Stockholder that any material
  arrangement has been entered into with a broker or dealer for the sale of
  shares of common stock through a secondary distribution, or a purchase by a
  supplemented prospectus will be filed, if required, pursuant to Rule 424(b)
  under the Securities Act, disclosing (i) the
  
                                         16
  
  <PAGE>   20
  
  name of each such Selling Stockholder and the participating broker-dealers,
  (ii) the number of shares of Common Stock involved, (iii) the price at which
  such shares are being sold, (iv) the commissions paid or the discounts or
  concessions allowed to such broker-dealers, (v) where applicable, that such
  broker-dealers did not conduct any investigation to verify the information set
  out or incorporated by reference in the Prospectus, as supplemented, and (vi)
  other facts material to the transactions.
  
           In addition to any such number of shares of common stock sold
  hereunder, a Selling Stockholder may, at the same time, sell any shares of
  common stock, including the shares of common stock to which this prospectus
  pertains, owned by him or her in compliance with all of the requirements of
  Rule 144 promulgated under the Securities Act, regardless of whether such
  shares are covered by this prospectus.
  
           There is no assurance that any of the Selling Stockholders will sell
  any or all of the shares of common stock offered hereby.
  
           We will pay all expenses in connection with this offering other than
  commissions and discounts of underwriters, dealers or agents. All selling and
  other expenses incurred by individual Selling Stockholders will be borne by
  such Selling Stockholders.
  
  
                                   LEGAL MATTERS
  
           The validity of the securities offered hereby will be passed upon for
  us by Morrison Cohen Singer & Weinstein, LLP, New York, New York, a partner of
  which holds options to acquire shares of common stock being registered in this
  Registration Statement.
  
  
  
                                      EXPERTS
  
           The balance sheets as of December 31, 1998 and 1997 and the related
  statements of operations, changes in stockholders' equity and cash flows for
  each of the years in the three-year period ended December 31, 1998 included in
  the Annual Report on Form 10-K for the fiscal year ended December 31, 1998
  which is incorporated by reference in this prospectus have been audited by, and
  are incorporated by reference herein in reliance upon the report of Richard A.
  Eisner & Company, LLP, independent auditors, given on the authority of that
  firm as experts in accounting and auditing.
  
  
                                         17
  
  <PAGE>   21
  
  ================================================================================
  
  
  No dealer, salesperson or any other individual has been authorized to give any
  information or to make any representations not contained in this prospectus
  and, if given or made, such information or representations must not be relied
  upon as having been authorized by us or the Selling Stockholders. This
  prospectus does not constitute an offer to sell, or a solicitation to buy, any
  security by any person in any jurisdiction which such offer or solicitation is
  unlawful. Neither the delivery of this prospectus nor any sale made hereunder
  shall, under any circumstances imply that the information in this prospectus is
  correct as of any time subsequent to the date of this prospectus.
  
  
  
  
  ================================================================================
  ================================================================================
  
  
                                  1,500,000 SHARES
  
                           CYTOCLONAL PHARMACEUTICS INC.
  
                                    COMMON STOCK
  
  
  
  
                                    -----------
  
                                     PROSPECTUS
  
                                    -----------
  
  
  
  
  
  
  
  
                                  AUGUST 30, 1999
  
  
  
  
  ================================================================================
  
  
  <PAGE>   22
  
                                      PART II
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Cytoclonal Pharmaceutics Inc. incorporates by reference the documents
  listed below into this Registration Statement on Form S-8. All documents
  subsequently filed by Cytoclonal Pharmaceutics Inc. pursuant to Section 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
  of a post-effective amendment which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  part thereof from the date of filing of such documents:
  
                    1.       Annual Report on Form 10-K for the fiscal year ended
                             December 31, 1998;
  
                    2.       Quarterly Report on Form 10-Q for the fiscal quarter
                             ended March 31, 1999;
  
                    3.       Quarterly Report on Form 10-Q for the fiscal quarter
                             ended June 30, 1999;
  
                    4.       Current Report on Form 8-K, dated June 12, 1998,
                             filed with the SEC on September 9, 1998;
  
                    5.       Definitive proxy statement filed with the SEC on
                             July 15, 1999 pursuant to Regulation 14A under the
                             Securities Exchange Act of 1934;
  
                    6.       The description of our common stock set forth in our
                             Registration Statement filed under Section 12 of the
                             Securities Exchange Act of 1934 on Form 8-A on
                             October 2, 1995, and any amendment or report filed
                             for the purpose of updating any such description;
                             and
  
                    7.       Form S-8 (File No.: 333-11691) filed with the SEC on
                             September 10, 1996.
  
  
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           A partner of Morrison Cohen Singer & Weinstein, LLP, counsel to
  Cytoclonal Pharmaceutics Inc. in connection with this offering holds options to
  acquire shares of common stock being registered in this Registration Statement.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Certificate of Incorporation and By-Laws of the Registrant
  provides that Cytoclonal Pharmaceutics Inc. shall indemnify any person to the
  full extent permitted by the Delaware General Corporation Law (the "GCL").
  Section 145 of the GCL, relating to indemnification, is hereby incorporated
  herein by reference.
  
           Insofar as indemnification for liabilities under the Securities Act
  may be permitted to Directors, officers or controlling persons of Cytoclonal
  Pharmaceutics Inc. pursuant to Cytoclonal Pharmaceutics Inc.'s By-Laws and the
  Delaware General Corporation Law, Cytoclonal Pharmaceutics Inc. has been
  informed that in the opinion of the Securities and Exchange Commission, such
  indemnification is against public policy as expressed in the Securities Act and
  is therefore unenforceable.
  
           Cytoclonal Pharmaceutics Inc.'s Certificate of Incorporation includes
  certain provisions permitted pursuant to Delaware law whereby officers and
  Directors of Cytoclonal Pharmaceutics Inc. are to be indemnified against
  certain liabilities. Cytoclonal Pharmaceutics Inc.'s Restated Certificate of
  Incorporation also limits, to the fullest extent permitted by Delaware law, a
  director's liability for monetary damages for breach of fiduciary duty,
  including
  
                                        II-1
  
  <PAGE>   23
  
  
  gross negligence, except liability for (i) breach of the director's duty of
  loyalty, (ii) acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of the law, (iii) the unlawful payment of a
  dividend or unlawful stock purchase or redemption and (iv) any transaction from
  which the director derives an improper personal benefit. Delaware law does not
  eliminate a director's duty of care and this provision has no effect on the
  availability of equitable remedies such as injunction or rescission based upon
  a director's breach of the duty of care. In addition, Cytoclonal Pharmaceutics
  Inc. has obtained an insurance policy providing coverage for certain
  liabilities of its officers and Directors.
  
           In accordance with Section 102(a)(7) of the GCL, the Certificate of
  Incorporation of the Registrant eliminates the personal liability of directors
  to Cytoclonal Pharmaceutics Inc. or its stockholders for monetary damages for
  breach.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8. EXHIBITS
  
  <TABLE>
    No.     Description
    ---     -----------
  <S>       <C>
     4.1    Cytoclonal Pharmaceutics Inc. 1996 Stock Option Plan*
  
     4.2    Amendment No. 1 to Cytoclonal Pharmaceutics Inc. 1996 Stock Option Plan**
  
     5.1    Opinion of Morrison Cohen Singer & Weinstein, LLP
  
    23.1    Consent of Morrison Cohen Singer & Weinstein, LLP (included in Exhibit 5.1 hereto)
  
    23.2    Consent of Richard A. Eisner & Company, LLP
  
    24.1    Powers of Attorney (included on the signature page of this Registration
            Statement)
  </TABLE>
  
  
  
  
  -----------------------------------
  * Filed previously as an exhibit to Registration Statement on Form S-8 (File
  No.: 333-11691) and is incorporated by reference herein.
  
  **Filed previously as an exhibit to Annual Report on Form 10-K (File No.:
  000-26078) for the year ended December 31, 1998 and is incorporated by
  reference herein.
  
  
                                        II-2
  
  <PAGE>   24
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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 Dallas, State of Texas,
  on this 30th day of August 1999.
  
  
  
                                 CYTOCLONAL PHARMACEUTICS INC.
  
  
                                 By: /s/  Arthur P. Bollon
                                     ---------------------------------------
                                          Name:    Arthur P. Bollon, Ph.D.
                                          Title:   Chairman, President and
                                                   Chief Executive Officer
  
  
                                 POWER OF ATTORNEY
  
                    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
  signature appears below constitutes and appoints Arthur P. Bollon, Ph.D., with
  the power of substitution, his attorney-in-fact, to sign any amendments to this
  Registration Statement and to file the same, with exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission,
  hereby ratifying and confirming all that said attorney-in-fact, or his
  substitute, may do or choose to be done by virtue hereof.
  
                    Pursuant to the requirements of the Securities Act of 1933,
  as amended, this registration statement has been signed below by the following
  persons in the capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
           Signature                                   Title                                       Date
           ---------                                   -----                                       ----
  <S>                                                  <C>                                         <C>
   /s/ Arthur P. Bollon                                Chairman, President, Chief                  August 30, 1999
  --------------------------------------
  Arthur P. Bollon, Ph.D.                              Executive Officer and Director
                                                       (principal executive officer)
  
   /s/ Daniel Shusterman                               Vice President Operations,                  August 30, 1999
  --------------------------------------
  Daniel Shusterman, J.D.                              Treasurer and Chief Financial
                                                       Officer (principal financial
                                                       and accounting officer)
  
   /s/ Ira J. Gelb                                     Director                                    August 30, 1999
  --------------------------------------
  Ira Gelb, M.D.
  
   /s/ Irwin C. Gerson                                 Director                                    August 30, 1999
  --------------------------------------
  Irwin C. Gerson
  
  /s/ Walter M. Lovenberg                              Director                                    August 30, 1999
  --------------------------------------
  Walter M. Lovenberg, Ph.D.
  
  
  /s/ Gary E. Frashier                                 Director                                    August 30, 1999
  --------------------------------------
  Gary E. Frashier
  </TABLE>
  
  
                                        II-3
  
  <PAGE>   25
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
     No.    Description
     ---    -----------
  <S>       <C>
     5.1    Opinion of Morrison Cohen Singer & Weinstein, LLP
  
    23.1    Consent of Morrison Cohen Singer & Weinstein, LLP (included in Exhibit 5.1 hereto)
  
    23.2    Consent of Richard A. Eisner & Company, LLP
  
    24.1    Powers of Attorney (included on the signature page of this Registration
            Statement)
  </TABLE>
  
  
  
  
  
  
  
  
  
  
                                        II-4
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text: 1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1999
  
                                                  Registration No. 333-__________
  
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                           Cytoclonal Pharmaceutics Inc.
                           -----------------------------
               (Exact name of Registrant as specified in its charter)
  
                                      Delaware
                                      --------
           (State or other jurisdiction of incorporation or organization)
  
                                     75-2402409
                                     ----------
                        (I.R.S. Employer Identification No.)
  
     9000 Harry Hines Boulevard, Dallas, Texas                         75235
     --------------------------------------------------------------------------
      (Address of Principal Executive Offices)                       (Zip Code)
  
                Cytoclonal Pharmaceutics Inc. 1996 Stock Option Plan
                ----------------------------------------------------
                              (Full Title of the Plan)
  
                              Arthur P. Bollon, Ph.D.
                           Cytoclonal Pharmaceutics Inc.
                             9000 Harry Hines Boulevard
                                     Suite 621
                                Dallas, Texas 75235
                           -----------------------------
                      (Name and Address of Agent For Service)
  
                                   (214) 353-2922
                                   --------------
           (Telephone Number, Including Area Code, of Agent For Service)
  
                                     Copies to:
                               Robert H. Cohen, Esq.
                                 Philip Magri, Esq.
                       Morrison Cohen Singer & Weinstein, LLP
                                750 Lexington Avenue
                              New York, New York 10022
                                   (212) 735-8600
  
  --------------------------------------------------------------------------------
  2
  
                          CALCULATION OF REGISTRATION FEE
  PROPOSED                PROPOSED
                                                           MAXIMUM                 MAXIMUM
    TITLE OF SECURITIES         AMOUNT TO BE           OFFERING PRICE             AGGREGATE               AMOUNT OF
     TO BE REGISTERED            REGISTERED               PER SHARE            OFFERING PRICE          REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------------------
  common stock, par              750,000 (1)                 -                       -                       (2)
  value $.01 per share
  ---------------------------------------------------------------------------------------------------------------------
  common stock, par
  value $.01 per share           430,000(3)(4)           $5.23(5)               $2,248,900               $  625.20
  ---------------------------------------------------------------------------------------------------------------------
  common stock, par
  value $.01 per share           320,000(4)(6)           $6.34(7)               $2,028,800               $  564.00
  =====================================================================================================================
  total registration fee..............................................................................   $1,189.20
  ---------------------------------------------------------------------------------------------------------------------
  -------------------------
  (1)      Shares of common stock issuable upon the exercise of options granted
           under the Cytoclonal Pharmaceutics Inc. 1996 Stock Option Plan
           registered with the SEC on September 10, 1996 on registration
           statement on Form S-8 (File No.:333-11691).
  
  (2)      Fee previously paid. No registration fee required pursuant to General
           Instruction E to Form S-8.
  
  (3)      Shares of common stock purchasable upon the exercise of options
           previously granted pursuant to Amendment No. 1 to the Cytoclonal
           Pharmaceutics Inc. 1996 Stock Option Plan.
  
  (4)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           this registration statement also covers an indeterminate amount of
           interests to be offered or sold pursuant to the employee benefit plan
           described herein.
  
  (5)      Calculated solely for the purpose of determining the registration fee
           pursuant to Rule 457(h)(1) promulgated under the Securities Act of
           1933 upon the average exercise price.
  
  (6)      Shares of common stock purchasable upon the exercise of options
           available for grant pursuant to Amendment No. 1 to the Cytoclonal
           Pharmaceutics Inc. 1996 Stock Option Plan.
  
  (7)      Calculated solely for the purpose of determining the registration fee
           pursuant to Rule 457(c) under the Securities Act of 1933 based upon
           the average of the bid and asked price for the common stock on The
           Nasdaq SmallCap Market on August 26, 1999.
  
                                         ii
  3
                                  EXPLANATORY NOTE
  
           On September 10, 1996, we filed a registration statement on Form S-8
  (File No. 333-11691) with the Securities and Exchange Commission to register
  options to purchase 750,000 shares of common stock under our 1996 Stock Option
  Plan. On August 22, 1998 and October 2, 1998, our Board of Directors and
  stockholders, respectively, approved Amendment No. 1 to the 1996 Stock Option
  Plan to increase the number of stock options available for grant under our 1996
  Stock Option Plan from 750,000 to 1,500,000.
  
           We are filing this registration statement on Form S-8 to:
  
                    o        register 750,000 shares of common stock issuable
                             upon the exercise of options available for grant
                             pursuant to Amendment No. 1 to the 1996 Stock Option
                             Plan; and
  
                    o        file a reoffer prospectus to permit certain
                             "affiliates," as that term is defined in the
                             Securities Act of 1933, listed in the Selling
                             Stockholder table included in the prospectus to
                             resell their shares of common stock issuable upon
                             the exercise of options granted to them pursuant to
                             the 1996 Stock Option Plan.
  
           We incorporate by reference the registration statement on Form S-8
  (File No.: 333-11691) we filed with the Securities and Exchange Commission on
  September 10, 1996.
  
                                        iii
  4
  
  PROSPECTUS
  
                           CYTOCLONAL PHARMACEUTICS INC.
  
                          1,500,000 SHARES OF COMMON STOCK
  
           This reoffer prospectus is to be used for the resale of up to
  1,500,000 shares of our common stock, 603,000 of which is beneficially owned by
  affiliates listed in the "Selling Stockholder" table included in this
  prospectus, issuable upon the exercise of options granted or available for
  grant under our 1996 Stock Option Plan.
  
           Selling stockholders may sell their shares of common stock through
  public or private transactions at current market prices, or at previously
  negotiated prices. Although we will not receive any proceeds when the selling
  stockholders' sell their common stock to others, we may, however, receive
  proceeds when the selling stockholders exercise their options to acquire such
  common stock.
  
           Our common stock is listed on the Nasdaq SmallCap Market under the
  symbol "CYPH." Our class C warrants are listed on the Nasdaq SmallCap Market
  System under the symbol, "CYPHW." Our class D warrants are listed on the Nasdaq
  SmallCap Market System under the symbol, "CYPHZ." Our securities are a
  speculative investment and involve a high degree of risk.
  
           SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS AND
  "DILUTION."
  
           NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
  SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF 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 Prospectus is August 30, 1999.
  
                                         1
  5
  
                                 TABLE OF CONTENTS
  Page
                                                                    ----
  Where You Can Find More Information.................................3
  Prospectus Summary..................................................4
  Risk Factors........................................................6
  Use of Proceeds....................................................14
  Determination of Offering Price....................................14
  Plan of Distribution...............................................16
  Legal Matters......................................................17
  Experts............................................................17
  2
  6
  
                        WHERE YOU CAN FIND MORE INFORMATION
  
           We are a public company. We file annual, quarterly and special
  reports, proxy statements and other information with the SEC. You may read and
  copy any document we file with the SEC at the SEC's public reference rooms in
  Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
  at 1-800-SEC-0330 for further information on the public reference rooms. Our
  SEC filings are also available to the public at the SEC's web site at
  http://www.sec.gov.
  
           The SEC allows us to "incorporate by reference" the information we
  file with them, which means that we can disclose important information to you
  by referring you to those documents. The information incorporated by reference
  is considered to be part of this prospectus, and later information that we file
  with the SEC will automatically update and supersede this information. We
  incorporate by reference the documents listed below and any future filings made
  with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
  Exchange Act of 1934 until the selling stockholders sell all of their shares of
  common stock. This prospectus is part of a registration statement we filed with
  the SEC.
  
                    1.       Annual Report on Form 10-K for the fiscal year ended
                             December 31, 1998;
  
                    2.       Quarterly Report on Form 10-Q for the fiscal quarter
                             ended March 31, 1999;
  
                    3.       Quarterly Report on Form 10-Q for the fiscal quarter
                             ended June 30, 1999;
  
                    4.       Current Report on Form 8-K, dated June 12, 1998,
                             filed with the SEC on September 9, 1998;
  
                    5.       Definitive proxy statement filed with the SEC on
                             July 15, 1999 pursuant to Regulation 14A under the
                             Securities Exchange Act of 1934;
  
                    6.       The description of our common stock set forth in our
                             Registration Statement filed under Section 12 of the
                             Securities Exchange Act of 1934 on Form 8-A on
                             October 2, 1995, and any amendment or report filed
                             for the purpose of updating any such description;
                             and
  
                    7.       Form S-8 (File No.: 333-11691) filed with the SEC on
                             September 10, 1996.
  
                    You may request a copy of these filings, at no cost, by oral
  request or by writing to us at the following address:
  
                         Cytoclonal Pharmaceutics Inc.
                         9000 Harry Hines Boulevard
                         Suite 621
                         Dallas, Texas 75235
                         Attention: Daniel Shusterman, Esq.
                         Telephone: (214) 353-2922
  
                    You should rely only on the information incorporated by
  reference or provided in this prospectus or any supplement. We have not
  authorized anyone else to provide you with different information. The selling
  stockholders will not make an offer of these shares of common stock in any
  State where the offer is not permitted. You should not assume that the
  information in this prospectus or any supplement is accurate as of any date
  other than the date on the front of those documents.
  
                                         3
  7
  
                                 PROSPECTUS SUMMARY
  
  This summary highlights information contained elsewhere in this prospectus.
  This summary is not complete and may not contain all of the information that
  you should consider before investing in the securities. You should read the
  entire prospectus carefully. Unless we otherwise say so, when we discuss our
  outstanding securities, we exclude all of our shares of common stock issuable
  upon the exercise of currently outstanding warrants and options and the
  conversion of our convertible securities.
  
           We are a biopharmaceutical company located in Dallas, Texas. Our goal
  is to develop products to identify, treat and prevent cancer and other
  diseases. To date, our strategy has been to license technologies in their early
  development stages from research and educational institutions and further
  develop such technologies to the point where we can then sublicense them to
  commercial entities. Through our research and development efforts and
  agreements with other research institutions and biotechnology companies, we
  have acquired and developed rights to certain proprietary technology.
  
           At the present time, we are focusing our attention and resources on a
  collaboration agreement we have with Bristol-Myers Squibb Company, Inc. for the
  production of Paclitaxel. Paclitaxel is a drug which has proven to be effective
  in treating refractory ovarian, breast and non-small cell lung cancer and
  Kaposi's Sarcoma. In addition, Paclitaxel has shown potential in treating other
  cancer indications in preliminary clinical trials. Presently, however,
  Paclitaxel is made from the inner bark and needles of the slow-growing Pacific
  yew tree. Our scientists are working in cooperation with Bristol-Myers Squibb
  to develop a system for manufacturing Paclitaxel in commercial quantities and
  at lower costs. Other areas of focus include the development of the Paclitaxel
  treatment of polycystic kidney disease, a drug design program using Quantum
  Core Technology(TM), a peptide to suppress breast cancer, and our Human Gene
  Discovery Program. Other programs, which involve potential anti-leukemia drugs
  and drugs called "anti-sense therapeutics," are being pursued at modest levels.
  "Anti-sense therapeutics" are drugs designed to essentially "turn off" genes
  involved in different diseases and to prevent such genes from growing or
  duplicating. Such therapeutics may help us develop future products or
  alternatives to our main programs if unforeseen problems develop.
  
                               ORGANIZATIONAL HISTORY
  
           We were originally incorporated in the state of Texas in September
  1991 under the name of Bio Pharmaceutics, Inc. In November 1991, we changed our
  name to Cytoclonal Pharmaceutics Inc. We were then reincorporated in the state
  of Delaware by merger into a wholly-owned Delaware subsidiary in January 1992.
  Our executive offices are located at 9000 Harry Hines Boulevard, Suite 621,
  Dallas, Texas 75235 and our telephone number is (214) 353-2922.
  
                                         4
  8
  
                                    THE OFFERING
  Securities Offered........................................ 1,500,000 shares of common stock acquired or to be
                                                             acquired by the selling stockholders upon the exercise
                                                             of options granted to them under our 1996 Stock
                                                             Option Plan. See "Selling Stockholders" and "Plan of
                                                             Distribution."
  
  Common Stock outstanding as of August 17, 1999,
  excluding 10,884,742 shares of common stock which
  are issuable upon the exercise of outstanding warrants
  and options............................................... 10,395,210
  
  Risk Factors.............................................. The securities offered hereby involve a high degree of
                                                             risk. Only investors who can bear the loss of their
                                                             entire investment should invest. See "Risk Factors."
  
  Dividend Policy........................................... We will not receive any of the proceeds when the
                                                             Selling Stockholders sell their shares of common
                                                             stock. We may, however, receive proceeds when such
                                                             Selling Stockholders exercise their options to purchase
                                                             our common stock. We intend to utilize the net
                                                             proceeds from the exercise of options to fund our
                                                             research and development activities, including paying
                                                             royalties and licensing fees, and for general working
                                                             capital purposes and operating expenses. See "Use of
                                                             Proceeds."
  
  Dividend Policy........................................... We currently intend to retain all future earnings to
                                                             fund the development and growth of our business. We
                                                             do not anticipate paying cash dividends.
  
  Nasdaq Small Cap Market Symbols........................... Common stock - "CYPH"
                                                             Class C warrants - "CYPHW"
                                                             Class D warrants - "CYPHZ"
  5
  9
  
                                    RISK FACTORS
  
           You should carefully consider the following factors and other
  information in this prospectus before deciding to invest in the securities we
  are offering in this prospectus.
  
  INVESTORS WILL EXPERIENCE A LOSS IN THE BOOK VALUE OF THEIR COMMON STOCK DUE TO
  OUR ACCUMULATED DEFICIT.
  
           We had an accumulated deficit of $19,744,000 as of June 30, 1999
  (unaudited) and $17,832,000 as of the fiscal year ended December 31, 1998. Our
  statement of operations for the fiscal year ended December 31, 1997 shows net
  losses of $3,252,000, which means a loss of $.42 per share of common stock. Our
  statement of operations for the fiscal year ended December 31, 1998 shows net
  losses of $2,728,000, which means a loss of $.30 per share of common stock.
  Investors purchasing shares of our common stock will experience a loss in the
  book value of their shares due to our net losses.
  
  BECAUSE WE CONTINUE TO EXPERIENCE LOSSES DUE TO OUR RESEARCH AND DEVELOPMENT
  ACTIVITIES, WE MAY HAVE DIFFICULTY IN RAISING CAPITAL AND OUR STOCKHOLDERS
  COULD EXPERIENCE A DECREASE IN THE VALUE OF THEIR INVESTMENT.
  
           From our formation in 1991 to the date of this prospectus, we have
  been experiencing substantial operating losses due to our increasing research
  and development activities and general and administrative expenditures. We
  expect to have additional losses in the future. Although we had revenue in 1998
  from our license agreement with Bristol-Myers Squibb, it was and remains our
  sole source of revenue. We cannot say with any certainty that we will have any
  future revenue or, if we do have revenue, that it will be profitable. Our
  failure to become profitable may make it more difficult for us to raise
  additional capital on favorable terms, if at all. Such failure could have a
  material adverse effect on our business.
  
  WE WILL NEED SUBSTANTIAL FUNDS IN THE FUTURE, AND WE MAY HAVE TO ISSUE
  ADDITIONAL SECURITIES TO DO SO, WHICH WILL RESULT IN DILUTION TO THE VALUE OF
  OUR SECURITYHOLDERS' INVESTMENT.
  
           Since our formation in 1991, we have relied on loans, private
  financings, and our November 1995 initial public offering to allow us to
  continue our operations. Our cash requirements in the future may be
  significantly different from our current estimates because of changes in our
  research and development programs, increased competition, advances in
  technology and other factors. We cannot say with any certainty that required
  financing will be available to us on favorable terms, if at all. If we decide
  to raise additional money by issuing more of our securities, securityholders
  will experience a dilution to the value of their securities at the time of
  issuance.
  
  WE DO NOT HAVE ANY PRODUCTS TO DATE AND RELY HEAVILY ON OUR LICENSE
  AGREEMENTS-THE LOSS OF ANY OF WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
  BUSINESS AND CAUSE A DECREASE IN THE VALUE OF OUR SECURITYHOLDERS' INVESTMENT.
  
           We have key license and collaborative agreements with several
  pharmaceutical companies and research institutions, including, but not limited
  to, Bristol-Myers Squibb, Enzon, the Research & Development Institute at
  Montana State University, the Washington State University Research Foundation,
  the University of California at Los Angeles, and the University of Texas at
  Dallas. We have also entered into a joint venture agreement with Pestka
  Biomedical Laboratories, Inc. In general, we have annual milestone and royalty
  fee obligations under these agreements. Although we are currently compliant
  under these agreements and do not foresee any future noncompliance, our
  industry is extremely competitive and volatile. Generally, if we fail to
  satisfy such obligations or cure any other default listed in such agreements,
  the other parties may terminate them. Also, we cannot give any assurance that
  the other parties to our agreements will honor their obligations, or that we
  will be able to extend any of the agreements if they expire. We also cannot
  give any assurance that we will be able to enter into new collaborative
  agreements with existing or new partners. If we are unable to make the other
  parties to our agreements honor their contractual obligations or to extend our
  current agreements or if we fail to enter into any additional arrangements, we
  may require additional money to
  
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  continue our current activities. The termination or breach of our agreements or
  licenses, or our failure to enter into additional agreements and licenses may
  have a material adverse effect on our business.
  
  ALTHOUGH WE DO NOT HAVE ANY PRODUCTS TO DATE, EVEN IF WE DO HAVE THEM IN THE
  FUTURE, THEY MIGHT NOT WORK OR THEY MIGHT BE TOXIC, DIFFICULT TO PRODUCE ON A
  COMMERCIAL SCALE OR DISLIKED BY OUR CUSTOMERS. THIS COULD MATERIALLY ADVERSELY
  AFFECT OUR BUSINESS AND CAUSE OUR SECURITYHOLDERS TO LOSE THEIR INVESTMENT.
  
           Research and development of anti-cancer drugs is a lengthy and costly
  process. We cannot say with any certainty that we will be able to develop or
  produce any products or, if we do, that they will work as intended, be
  non-toxic, that customers will like them or that they will be capable of being
  manufactured on a large scale. Furthermore, our products will be in the
  biotechnology field which has historically had a large number of unsuccessfully
  developed products, or if developed, such products have been commercially,
  scientifically or medically unacceptable. Any of these impediments could have a
  material adverse effect on our business and cause a decrease in the value of
  our securityholders' investment.
  
  WE MIGHT NOT HAVE ENOUGH RESOURCES TO COMPETE WITH THE BIOTECHNOLOGY LEADERS,
  AND INVESTORS COULD LOSE THEIR MONEY.
  
           We have less than 20 employees in the heavily regulated, competitive
  and quickly changing biotechnology industry. Most of our competitors have more
  personnel, research and development experience, experience in getting
  governmental approval and money than us. Our business may be materially
  adversely affected if our competitors develop products before us or produce
  superior products to ours.
  
  IF COMPETITORS ARE SUCCESSFUL IN THEIR CHALLENGE OF BRISTOL-MYERS SQUIBB'S
  PATENT, WE COULD BE INDIRECTLY HURT UNDER OUR LICENSE AGREEMENT WITH
  BRISTOL-MYERS SQUIBB, AND OUR SECURITYHOLDERS COULD EXPERIENCE A DECREASE IN
  THE VALUE OF THEIR INVESTMENT.
  
           In June 1998, we entered into license agreement with Bristol-Myers
  Squibb, an industry leader, for the development of Paclitaxel production
  system. To date, this license agreement has been our sole source of revenue. In
  June 1991, the National Cancer Institute entered into a collaborative research
  and development agreement with Bristol- Myers Squibb to develop Paclitaxel, and
  it granted Bristol-Myers Squibb the exclusive use of the Institute's clinical
  data in Bristol-Myers' search for FDA approval until December 1997. This
  significantly shortened the approval process and prevented any other party from
  obtaining the Food & Drug Administration's approval using the Institute's data.
  Although Bristol-Myers Squibb has since lost its right of exclusivity under the
  agreement, it has patented its method of delivering Paclitaxel intravenously to
  a patient. Such patent has in fact kept the Institute's data exclusive and has
  put other companies at a competitive disadvantage by effectively preventing
  them from using the data. Other companies are currently contesting the
  exclusivity of this data in the courts. If such competitors are successful in
  their challenge, Bristol-Myers Squibb could suffer which in turn would decrease
  the value of our license agreement with them and our securityholders could
  experience a decrease in the value of their investment.
  
  WE RELY ON BROAD PATENT PROTECTION FOR OUR TECHNOLOGY BUT WE MAY NOT HAVE
  ENOUGH RESOURCES TO CONDUCT OR DEFEND OURSELVES FROM LONG AND EXPENSIVE
  LITIGATION CLAIMS REGARDING THE BREADTH OF PATENTS, AND OUR SECURITYHOLDERS
  COULD EXPERIENCE A DECREASE IN THE VALUE OF THEIR INVESTMENT.
  
           Our success will depend on our ability to get patent protection for
  our products and processes in the United States and elsewhere. We have filed
  and intend to continue to file patent applications as we need them. We cannot
  say with any certainty, however, that any additional patents will issue from
  any of these applications or, if patents do issue, that the claims allowed will
  be sufficiently broad to protect our technology. Also, we cannot say with any
  certainty that any patents issued to us or licensed by us can withstand
  challenges made by others or that we will able to protect our rights. Our
  business may be materially adversely affected if we are unable to obtain or
  enforce patent protection.
  
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           To date, we have not been sued or threatened by parties claiming that
  we have infringed their patents. Further, we do not believe that any of our
  patents have been infringed by other parties, and, accordingly, we have not
  taken any action to date. However, we are aware of patent applications and
  issued patents belonging to our competitors, and we are uncertain whether any
  of these, or of any patent applications which we do not know about, will
  require us to alter or cease our potential products or processes. We cannot say
  with any certainty that we will be able to obtain any licenses to technology
  that we will require or, if obtainable, that the cost of them will be
  reasonable. Our failure to obtain any necessary licenses to any technology
  could substantially hurt our business. Expensive and drawn-out litigation may
  also be necessary for us to assert any of our rights or to determine the scope
  and validity of rights claimed by other parties. Litigation could be too
  expensive for us to pursue without great cost and uncertainty as to the
  outcome. Our failure to pursue litigation could result in the loss of our
  rights which could substantially hurt our business.
  
  WE ARE IN DIRECT COMPETITION WITH OTHER BIOPHARMACEUTICAL COMPANIES TO DEVELOP
  AND PRODUCE ANTI-CANCER PRODUCTS. OUR BUSINESS WOULD BE MATERIALLY ADVERSELY
  AFFECTED IF OUR TRADE SECRETS AND CONFIDENTIAL INFORMATION WERE DISCLOSED TO
  OUR COMPETITORS, AND INVESTORS COULD EXPERIENCE A DECREASE IN THE VALUE OF
  THEIR INVESTMENTS.
  
           We also rely on trade secrets and confidential information which we
  try to protect by entering into confidentiality agreements with other parties.
  We cannot say with any certainty that any of the confidentiality agreements
  will be honored or, if breached, we would have enough remedies to protect the
  confidential information, or that our competitors will not independently learn
  our trade secrets. The loss of our trade secrets would substantially hurt our
  business.
  
  WE ARE A SMALL COMPANY WITH LITTLE REVENUE, AND WE MAY NOT HAVE THE HUMAN AND
  FINANCIAL RESOURCES TO WITHSTAND THE REQUIRED LENGTHY FDA TESTING AND APPROVAL
  PROCESSES.
  
           The Food & Drug Administration and other similar agencies in foreign
  countries have lengthy and detailed laboratory testing and approval
  requirements for therapeutic and diagnostic pharmaceutical and biological
  products. It often takes companies several years and large sums of money to
  satisfy these requirements, depending on the complexity and novelty of the
  products. Since we are a small company within limited personnel and financial
  resources, we might not be able to withstand the rigorous and time consuming
  FDA approval process as compared to our larger competitors. Furthermore, since
  we are in the highly competitive biopharmaceutical industry, any failure or
  delay in obtaining any FDA approvals could substantially hurt our company, and
  investors could lose their money. We cannot say with any certainty that the FDA
  or other regulatory agencies will grant us approval for any of our products on
  a timely basis, if at all.
  
  WE HAVE LITTLE REVENUE AND MAY NOT HAVE THE FINANCIAL RESOURCES TO COMPLY WITH
  OSHA, EPA AND OTHER AGENCIES' REQUIREMENTS.
  
           We have to comply with the Occupational Safety and Health
  Administration, Environmental Protection Agency, Toxic Substances Control Act,
  Resource Conservation and Recovery Act and other regulatory laws. In the
  future, we could also be subject to other federal, state or local regulations.
  OSHA or the EPA may establish regulations which could affect our research and
  development programs. We are unable to predict whether any agency will adopt
  any rule which could substantially hurt our business.
  
  OUR PRODUCTS, IF ANY, WILL BE INNOVATIVE AND MAY NOT BE COVERED BY INSURANCE
  COMPANIES OR OTHER THIRD-PARTY PAYERS WHICH MAY MAKE OUR PRODUCTS LESS
  MARKETABLE TO OUR CUSTOMERS AND CAUSE A DECREASE IN THE VALUE OF OUR
  SECURITYHOLDERS' INVESTMENT.
  
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           Our success in developing our products may depend, in part, on whether
  we will be reimbursed by government health administration authorities, private
  health insurers and other organizations. There is significant uncertainty if
  costs associated with newly-approved health care products will be reimbursed.
  If adequate coverage and reimbursement levels are not provided by government
  and third-party payers for uses of our products, it will make it very difficult
  for us to market our products to doctors and hospitals because their patients
  might not be able to pay for the products without any insurance coverage or
  reimbursement. We cannot say with any certainty whether sufficient insurance
  coverage will be available for us to establish and maintain price levels
  sufficient to realize an appropriate return on developing new products.
  Government and other third-party payers are attempting to contain health care
  costs more every day by limiting both coverage and the level of reimbursement
  of new therapeutic and diagnostic products approved for marketing by FDA and by
  refusing, in some cases, to provide any coverage of uses of approved products
  for disease indications for which FDA has not granted marketing approval. Such
  refusal by insurance companies and third-party payers to reimburse the costs
  of, expenses associated with, our products might have a material adverse effect
  on our business.
  
  OUR LICENSE AGREEMENT WITH BRISTOL-MYERS SQUIBB, AN INDUSTRY LEADER, HAS, TO
  DATE, BEEN OUR SOLE SOURCE OF REVENUE. OUR SECURITYHOLDERS COULD EXPERIENCE A
  DECREASE IN THE VALUE OF THEIR INVESTMENTS IF SUCH AGREEMENT IS TERMINATED OR
  CEASES TO GENERATE REVENUE.
  
           In June 1998, we entered into a license agreement and a research and
  development agreement with Bristol- Myers Squibb. Through June 30, 1999, we
  have earned $1,666,000 in revenue from the license agreement. Such agreement
  has been our sole source of revenues to date. Under the license agreement, we
  granted to Bristol-Myers Squibb exclusive sublicenses under our agreements with
  the Research & Development Institute at Montana State University and the
  Washington State University Research Foundation relating to technologies for
  the production of Paclitaxel. Our license agreement with Bristol-Myers Squibb
  requires them to pay us royalty and milestone payments. The term of our license
  agreement with Bristol-Myers Squibb ends on the later ten (10) years from the
  first commercial sale of the licensed products or such time as neither the
  making, use nor sale at the time by Bristol-Myers Squibb, its affiliates or
  sublicensees does not infringe any U.S. or foreign patents or patent
  applications, copyrights or trademarks owned and licensed by the Research &
  Development Institute and the Washington State University Research Foundation.
  Bristol-Myers Squibb may terminate the license agreement upon 90 days notice.
  We cannot say with any certainty that Bristol-Myers Squibb will successfully
  manufacture or market the licensed property, if at all, or that we will be able
  to maintain our agreements with the Research & Development Institute or the
  Washington State University Research Foundation. Although we do not have any
  reason to believe Bristol-Myers Squibb is unwilling to work with us under our
  license agreement with them, it is a possibility that Bristol-Myers Squibb
  might, in the future, decide not to utilize our technology, use other
  technology they find superior or enter into a license agreement or agreements
  with another party or parties, thereby decreasing their need to utilize our
  technology under our license agreement with them or even cause them to
  terminate the license agreement. Our loss of the license agreement with
  Bristol-Myers Squibb could have a material adverse effect on our business and
  stockholders could experience a decrease in the value of their investments.
  
  WE LACK MANUFACTURING EXPERIENCE AND FACILITIES, AND IF WE HAVE TO EXPEND
  RESOURCES TO BUILD FACILITIES OR IF WE FAIL TO HIRE COMPETENT OUTSIDE
  MANUFACTURERS, OUR SECURITYHOLDERS COULD EXPERIENCE A DECREASE IN THE VALUE OF
  THEIR INVESTMENT.
  
           We currently do not have facilities or personnel capable of
  manufacturing any products in commercial quantities. In the future, we may
  establish our own manufacturing facilities to manufacture products if it
  becomes economically attractive to do so. Building and operating production
  facilities would require substantial additional funds and other resources and
  well as interrupt our daily operations. We cannot be sure, however, whether
  sufficient funds to build satisfactory manufacturing facilities would be
  available on favorable terms to us, if at all. If we cannot obtain sufficient
  financing, we will most likely have to retain outside manufacturers. We cannot
  be sure, however, whether we will be able to retain competent manufacturers at
  affordable rates, or that the manufacturers will be able to produce and deliver
  our products pursuant to our instructions concerning quality, quantity and time
  as well as other factors.  If we
  
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  are unable to manufacture our products, if any, or have them manufactured by
  others our business would be materially adversely affected and our
  securityholders would experience a decrease in the value of their investment.
  
  WE LACK MARKETING EXPERIENCE. IF WE FAIL TO RETAIN COMPETENT MARKETING
  PERSONNEL OR OUTSIDE MARKETERS, OR IF WE HAVE INSUFFICIENT RESOURCES TO MARKET
  OUR PRODUCTS, OUR SECURITYHOLDERS COULD EXPERIENCE A DECREASE IN THE VALUE OF
  THEIR INVESTMENTS.
  
           As of August 17, 1999, we had 19 employees, none of whom have any
  experience in marketing pharmaceutical products. We would have to spend
  significant funds and dedicate a significant amount of management resources to
  develop our own sales force. We cannot say with any certainty that any funds or
  resources for such purposes will be available on favorable terms, if at all.
  Further, we cannot say with any certainty that, with a sales force, we would
  successfully penetrate the markets for any of our products. For certain
  products under development, we may seek to enter into marketing agreements with
  other entities which would grant them exclusive marketing rights in return for
  royalties based on sales, if any. Under some of these agreements, the other
  entity may have the responsibility for all or a significant part of the
  development and obtaining regulatory approval. In the event that the marketing
  and development partner fails to develop a marketable product or fails to
  successfully market a product, our business could be substantially hurt. The
  sale of certain products outside the United States will also be dependent upon
  the successful completion of arrangements with future partners, licensees or
  distributors in each territory. We cannot give any assurance, however, that we
  will successfully establish any additional collaborative arrangements or that,
  if established, such future partners will successfully commercialize any
  products, if at all.
  
  WE ARE A SMALL COMPANY AND HEAVILY DEPEND UPON OUR OFFICERS, DIRECTORS AND
  SCIENTISTS WHO ARE HIGHLY SKILLED IN BIOPHARMACOLOGY, ESPECIALLY OUR CHIEF
  EXECUTIVE OFFICER AND PRESIDENT, ARTHUR P. BOLLON, PH.D. OUR BUSINESS WOULD BE
  MATERIALLY ADVERSELY AFFECTED BY THE LOSS OF ANY SUCH PERSONS, AND
  SECURITYHOLDERS COULD EXPERIENCE A DECREASE IN THE VALUE OF THEIR INVESTMENT.
  
           Much of our success depends upon the continued contributions of our
  executive officers, scientific and technical personnel and consultants. We are
  particularly dependent upon Arthur P. Bollon, Ph.D., the Chairman of our Board
  of Directors, Chief Executive Officer and President, and Daniel Shusterman, the
  Vice President of Operations, Treasurer and Chief Financial Officer, Dorit
  Arad, Ph.D., our Vice President of Drug Design, as well as our senior
  scientists, Susan L. Berent, Ph.D., Hakim Labidi, Ph.D., Rajinder S. Sidhu,
  Ph.D. and Richard M. Torczynski, Ph.D. As of August 17, 1999, we had 19
  full-time employees, 15 of whom are engaged directly in research and
  development activities, including 6 Ph.D.s, and 4 of whom are in executive and
  administrative positions. Our employees are not governed by any collective
  bargaining agreement, and we believe that our relationship with our employees
  is good. We currently have an employment agreement with Dr. Bollon which
  expires on November 6, 2003. Although we maintain "key person" life insurance
  which provides that upon the death or incapacity of Dr. Bollon, we will receive
  $2 million, Dr. Bollon's death or incapacity could substantially hurt our
  business. The competition for qualified personnel is intense, and the loss of
  services of certain key personnel could substantially hurt our business.
  
  OUR SCIENTISTS WORK FOR OTHER COMPANIES AND INSTITUTIONS, AND WE MAY NOT HAVE
  THE RIGHT TO THEIR INVENTIONS AND DISCOVERIES, WHICH MIGHT HAVE A MATERIAL
  ADVERSE EFFECT ON OUR BUSINESS.
  
           Our scientific collaborators and advisors are employed by companies
  and institutions other than us, and some of them have consulting or other
  advisory arrangements with other entities and institutions which could conflict
  or compete with their obligations to us. Inventions or processes discovered by
  such persons will not necessarily become our property but may remain the
  property of such persons or of such persons' full-time employers. Our failure
  to successfully assert our rights to any inventions or processes discovered by
  our scientists might have a material adverse affect on our business.
  
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  IF WE CANNOT OBTAIN SATISFACTORY PRODUCT LIABILITY INSURANCE FOR OUR FUTURE
  PRODUCTS, IF ANY, WE MAY NOT BE ABLE TO ENTER INTO MATERIAL AGREEMENTS WHICH
  REQUIRE US TO HAVE SUCH INSURANCE, AND INVESTORS COULD, THEREFORE, EXPERIENCE A
  DECREASE IN THE VALUE OF THEIR INVESTMENT.
  
           To date, we have not had any product liability claims filed or
  threatened against us. In the future, however, when and if we develop products,
  our products could expose us to product liability claims. Although we intend to
  obtain product liability insurance for our ongoing clinical trials, we cannot
  say with any certainty that we will be able to obtain, maintain or increase our
  insurance coverage in the future on terms favorable to us, if at all, or that
  any claims against us will not be greater than the amount of such coverage.
  Distributors of pharmaceutical and biological products often require minimum
  product liability insurance coverage as a condition before they start
  purchasing or accepting products for distribution. Our failure to satisfy such
  insurance requirements could decrease our ability to achieve broad distribution
  of our proposed products and have a material adverse effect on our business and
  investors could experience a decrease in the value of their investment.
  
  THE VALUE OF OUR SECURITYHOLDERS' INVESTMENT MAY BE SUPPRESSED BECAUSE OUR
  COMPANY MAY BE A LESS ATTRACTIVE TAKEOVER CANDIDATE DUE TO THE FACT THAT A
  MAJORITY OF OUR STOCK IS OWNED BY AFFILIATES.
  
           Our current officers, directors and stockholders who own more than 5%
  of our securities beneficially own or control approximately 57.0% of our
  outstanding shares of common stock, which represents approximately 54.0% of our
  total outstanding voting securities. Such officers, directors and principal
  stockholders may, therefore, be able to elect all of our directors, to
  determine the outcome of most corporate actions requiring stockholder approval,
  and otherwise to control the direction of our business which may cause the
  price of our common stock to be suppressed.
  
  ALTHOUGH WE DO NOT PAY DIVIDENDS ON OUR COMMON STOCK, WE PAY ANNUAL DIVIDENDS
  ON OUR SERIES A PREFERRED STOCK BY GIVING THE HOLDERS THEREOF MORE SERIES A
  PREFERRED STOCK. OUR SERIES A PREFERRED STOCK IS CONVERTIBLE INTO COMMON STOCK,
  AND SUCH CONVERSION WILL DILUTE THE BOOK VALUE OF THE COMMON STOCK PURCHASED IN
  THIS OFFERING.
  
           Since 1991, we have not paid any dividends on our common stock. We
  intend to retain future earnings, if any, to provide funds for the operation of
  our business and, accordingly, do not anticipate paying any cash dividends on
  our common stock in the future. Furthermore, the terms of our outstanding
  series A preferred stock do not allow for the payment of cash dividends on the
  common stock unless and until all accrued and unpaid dividends on the series A
  preferred stock shall have been paid or set apart for payment. Historically
  speaking, we have paid dividends on our series A preferred stock with
  payment-in-kind. Our series A preferred stock is convertible into an equal
  number of shares of common stock. As more holders of the series A preferred
  stock convert their preferred stock into common stock, investors in this
  offering will experience a decline in the book value of their common stock.
  
  WE ARE OBLIGATED TO INDEMNIFY OUR OFFICERS AND DIRECTORS, ABSENT CERTAIN
  CIRCUMSTANCES, WHICH MAY REQUIRE US TO SPEND TIME AND MONEY OTHERWISE
  ALLOCATED, AND CAUSE A DECREASE IN THE VALUE OF OUR SECURITYHOLDERS'
  INVESTMENT.
  
           We are incorporated under the laws of the state of Delaware. Our
  certificate of incorporation includes certain provisions permitted under the
  Delaware General Corporation Law, whereby our officers and directors are
  indemnified by us against certain liabilities. Our certificate of incorporation
  also limits, to the fullest extent permitted by Delaware General Corporate Law,
  a director's liability for monetary damages for breach of fiduciary duty,
  including gross negligence, except liability for breach of loyalty, acts or
  omissions not in good faith or which involve intentional misconduct or a
  knowing violation of the law, the unlawful payment of a dividend or unlawful
  stock purchase or redemption and any transaction from which the director
  derives an improper personal benefit. An insurance policy, which provides for
  coverage for certain liabilities of its officers and directors has been issued
  to us. However, although we do not currently know of any conduct of any officer
  or director which may have a material effect on our business, if such insurance
  proves to be inadequate, we will have to use funds otherwise allocated to
  indemnify any director. The
  
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  use of funds and resources, including management's time and energy, to properly
  indemnify or otherwise prepare for the defense of any director might have a
  material adverse effect on our business.
  
  WE ARE RELIANT UPON THE MARKET-MAKING ACTIVITIES OF JANSSEN-MEYERS ASSOCIATES,
  L.P., WHICH IS ALSO AN AFFILIATE. WITHOUT JANSSEN-MEYERS' MARKET-MAKING
  ACTIVITIES, INVESTORS MAY HAVE DIFFICULTY RESELLING THEIR SECURITIES.
  
           Messrs. Meyers and Janssen are the principals of the corporate general
  partner of one of our market-makers who was also the underwriter of our initial
  public offering, Janssen-Meyers Associates, L.P. If Janssen-Meyers or its
  affiliates are deemed to have control of our business, regulatory requirements
  of the SEC, Nasdaq and the New York Stock Exchange, Inc. could prevent them
  from engaging in market-making activities relating to our securities. If
  Janssen-Meyers is unable to make a market in our securities because it is
  deemed to have effective voting control or if, for any other reason, it chooses
  not to or is unable to make a market in our securities, there can be no
  assurance that any other broker-dealers would make a market in our securities.
  Without market-makers, it would be very difficult for holders of our securities
  to sell their securities in the secondary market, and the market prices for
  such securities would be substantially harmed. Also, we cannot give any
  assurances that an active trading market for our securities be maintained
  whether or not Janssen-Meyers makes a market in our securities. In the absence
  of such a market, investors may be unable to liquidate their investment.
  
  IF WE FAIL TO MEET NASDAQ'S MAINTENANCE REQUIREMENTS AND ARE DELISTED FROM
  NASDAQ, INVESTORS MAY HAVE DIFFICULTY SELLING THEIR SECURITIES, WHICH WOULD
  CAUSE A DECREASE IN THE VALUE OF THEIR INVESTMENT.
  
           Our common stock, class C warrants and class D warrants are currently
  quoted on the Nasdaq SmallCap Market System. Our common stock is quoted under
  the symbol, "CYPH." Our class C warrants are quoted under the symbol, "CYPHW."
  Our class D warrants are quoted under the symbol, "CYPHZ." Nasdaq has certain
  requirements that every company must meet in order to have their securities
  quoted on the Nasdaq SmallCap System. Although we currently meet Nasdaq's
  criteria for continued listing, we cannot say with any certainty that we will
  continue to meet such criteria.
  
           For continued inclusion on the Nasdaq SmallCap Market System, a
  company has to maintain the following:
  
                    o        either:
                             o        net tangible assets of $2 million,
                             o        market capitalization of $35 million or
                             o        net income of $500,000 in the most recently
                                      completed fiscal year or in two of the last
                                      three most recently completed fiscal years;
  
                    o        a minimum bid price of $1.00 per share;
                    o        in the case of a convertible debt security, a
                             principal amount outstanding of at least $5 million;
                    o        in the case of common stock, at least 300 round lot
                             holders; and
                    o        500,000 publicly held shares having a market value
                             of at least $1 million.
  
           If we are unable to meet the continued listing criteria of the Nasdaq
  SmallCap Market System any time in the future due to our continued operating
  losses or otherwise, and our securities are delisted, trading of our
  securities, if any, would be conducted in the over-the-counter market in the
  so-called "pink sheets" or, if available, the NASD's "Electronic Bulletin
  Board." As a result, investors could find it more difficult to dispose of, or
  to obtain accurate quotations as to the value of, our securities.
  
  IF WE ARE DELISTED FROM NASDAQ, BROKER-DEALERS MAY BE UNWILLING TO SELL
  INVESTORS' STOCK, AND INVESTORS WOULD EXPERIENCE A DECREASE IN THE VALUE OF
  THEIR INVESTMENT.
  
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           If our securities are delisted from the Nasdaq SmallCap Market System,
  they may become subject to Rule 15g-9 under the Securities Exchange Act of
  1934, which imposes additional sales practice requirements on broker-dealers
  that sell such securities. There are exceptions to Rule 15g-9 and they include
  transactions meeting the safe-harbor requirements of Rules 505 or 506 under
  Regulation D of the Securities Act, and transactions in which the purchaser is
  an institutional accredited investor, as defined in the Securities Act, or an
  established customer, as defined in the Securities Act, of the broker-dealer.
  For transactions which have to comply with the requirements of Rule 15g-9 under
  the Securities Exchange Act of 1934, a broker-dealer must determine whether or
  not the purchaser meets a special suitability standard, and the broker-dealer
  must receive the purchaser's written consent to the transaction before the
  sale. These requirements could make broker-dealers unwilling or even unable to
  sell our securities which could make it more difficult for our investors to
  resell their securities to other parties.
  
  IF OUR STOCK IS DELISTED BY NASDAQ AND BECOMES A "PENNY STOCK," INVESTORS MIGHT
  EXPERIENCE A DECREASE IN THE VALUE OF THEIR INVESTMENTS DUE TO THE RESTRICTIONS
  ON BROKER-DEALERS IN SELLING "PENNY STOCK."
  
           The SEC defines a "penny stock" to be any equity security that has a
  market price under $5.00 per share or has an exercise price under $5.00 per
  share, subject to certain exceptions. Unless exempt, the rules require the
  delivery, prior to any transaction in a penny stock, of SEC material telling
  the purchaser certain information about the penny stock. Purchasers must also
  be told about the commissions that the broker-dealers and the registered
  representatives will get and they must be told about the securities current
  prices. Finally, purchasers must also be given statements every month which
  have to tell the purchaser about his or her securities' recent prices and about
  the limitations of the penny stock market. These penny stock restrictions will
  not apply to our securities if they stay quoted on the Nasdaq SmallCap Market
  System, and if they have certain price and volume information provided on a
  current and continuing basis or if they meet certain minimum net tangible
  assets or average revenue criteria. We cannot say with any certainty, however,
  that our securities will continue to meet the Nasdaq SmallCap Market
  requirements in the future and if we do not, the prices of our securities could
  decrease and investors could find it difficult to sell their securities. If we
  were to remain exempt from the penny-stock restrictions, we still have to
  comply with Section 15(b)(6) under the Securities Exchange Act of 1934, which
  gives the SEC the authority to stop any person who breaks the law when selling
  penny stock from selling any more penny stock or from working with any
  broker-dealer.
  
  WE HAVE GRANTED REGISTRATION RIGHTS TO SEVERAL PARTIES HOLDING OUR COMMON STOCK
  OR WHO HAVE THE RIGHT TO PURCHASE OUR COMMON STOCK. THE REGISTRATION OF SUCH
  SECURITIES WILL INCREASE THE NUMBER OF FREELY TRADEABLE SHARES OF OUR COMMON
  STOCK AND MAY DECREASE THE BOOK VALUE OF OUR SECURITYHOLDERS' SHARES OF OUR
  COMMON STOCK.
  
           There will be 11,895,210 registered shares of our common stock
  outstanding upon the completion of this offering. All of these shares will be
  freely transferrable without restriction if we continue to comply with the SEC
  and certain states' registration requirements. Certain of our other outstanding
  securities are not registered with the SEC, and are considered to be
  "restricted securities" as that term is defined in Rule 144 under the
  Securities Act and may only be sold in certain circumstances.
  
           We have also granted certain investors demand and "piggy-back"
  registration rights to have their common stock registered with the SEC. We will
  have to pay for the expense of registration if one or more of these groups
  exercise their demand registration rights or "piggy-back" registration rights.
  The expense could be high. Also, because there would be a high number of shares
  outstanding, we could find it more difficult to obtain future financing.
  
            The sale, or availability for sale, of substantial amounts of common
  stock in the public market pursuant to Rule 144 or registration could cause the
  market price of the common stock and our other securities to decrease which
  could hurt our ability to raise additional money through the sale of our
  securities or through debt financing. Also, to the extent that outstanding
  options and warrants are exercised, securityholders' ownership interest will
  drop. Also, if and to the extent that we reduce the exercise price of
  outstanding warrants or options, our stockholders could experience additional
  dilution.
  
                                         13
  17
  
  THE VALUE OF THE SECURITYHOLDERS' INVESTMENT MAY BE SUPPRESSED BECAUSE OUR
  COMPANY MAY BE A LESS ATTRACTIVE TAKEOVER CANDIDATE DUE TO THE FACT THAT OUR
  BOARD OF DIRECTORS HAS THE DISCRETION TO ISSUE 10,000,000 SHARES OF PREFERRED
  STOCK SUPERIOR TO OUR COMMON STOCK WITHOUT STOCKHOLDER APPROVAL.
  
           Our certificate of incorporation authorizes our board of directors to
  issue a maximum of 10,000,000 shares of preferred stock on terms which may be
  determined by them without getting stockholder approval. Of these 10,000,000
  shares, 4,000,000 shares have already been designated as series A preferred
  stock of which 705,343 remain outstanding as of August 17, 1999. The series A
  preferred stock may be converted by the holder into an equal number of shares
  of common stock. Also, the terms of the series A preferred stock include
  dividend and liquidation preferences which could also hurt the rights of
  holders of the common stock being offered hereby. Each share of series A
  preferred stock is entitled to one vote on all matters on which the common
  stock has the right to vote. Holders of series A preferred stock are entitled
  to vote as a separate class on any proposed adverse change in their rights,
  preferences or privileges and any increase in the number of authorized shares
  of series A preferred stock. Further, the terms of any additional series of
  preferred stock, which may also include priority claims to assets and
  dividends, as well as special voting rights, could hurt the rights of the
  holders of the common stock being offered hereby. Other than the series A
  preferred stock, we have not issued any other preferred stock, and we do not
  plan to issue any additional preferred stock other than payment- in-kind
  dividends. Investors should also know that if too much preferred stock is
  outstanding, it could make it more difficult for a third party to take control
  of our business or to remove our board of directors and executive officers.
  Hostile bids for control of a company usually result in the market prices for a
  company's securities to increase. It would also dilute or subordinate the
  rights of holders of common stock and cause the market price of the common
  stock to drop.
  
                                  USE OF PROCEEDS
  
           We will not receive any proceeds when the Selling Stockholders' sell
  their common stock to others. However, we may receive proceeds when the Selling
  Stockholders exercise their options to acquire such common stock. We intend to
  use any such proceeds for research and development and other general corporate
  purposes.
  
                          DETERMINATION OF OFFERING PRICE
  
           The Selling Stockholders may sell their shares of common stock through
  public or private transactions at current market prices, or at previously
  negotiated prices.
  
                                         14
  18
  
                                SELLING STOCKHOLDERS
  
           The shares of common stock to which this prospectus relates are being
  registered for reoffers and resales by the Selling Stockholders who have
  acquired or may acquire such common stock pursuant to the exercise of options
  granted under our 1996 Stock Option Plan. The Selling Stockholders named below
  may resell all, a portion or none of their shares of common stock, from time to
  time.
  
           Participants under our 1996 Stock Option Plan who are deemed to be
  "affiliates" of Cytoclonal Pharmaceutics Inc. and who may acquire common stock
  under our 1996 Stock Option Plan may be added to the Selling Stockholders
  listed below from time to time by use of a prospectus supplement filed pursuant
  to Rule 424(b) under the Securities Act. An "affiliate" is defined in Rule 405
  under the Securities Act as a "person that directly, or indirectly, through one
  or more intermediaries, controls or is controlled by, or is under common
  control with" Cytoclonal Pharmaceutics Inc.
  
           The table below sets forth with respect to each Selling Stockholder
  who is an affiliate of Cytoclonal Pharmaceutics Inc., the number of shares of
  common stock beneficially owned before and after the sale of the common stock
  offered hereby, the number of shares of common stock to be sold, and the
  percent of the outstanding shares of common stock owned before and after the
  sale of the common stock offered hereby.
  COMMON
                                       COMMON              COMMON STOCK            STOCK
                                        STOCK              WHICH MAY BE         BENEFICIALLY           PERCENTAGE (%)
                                    BENEFICIALLY          SOLD PURSUANT             OWNED              OF COMMON
                                    OWNED BEFORE             TO THIS                AFTER              STOCK OWNED
       SELLING STOCKHOLDER           REOFFER (1)          PROSPECTUS (2)          REOFFER(2)         AFTER REOFFER (3)
       -------------------           -----------          ---------------         ----------         -----------------
  --------------------------------------------------------------------------------------------------------------------
  Arthur P. Bollon, Ph.D.
  -President, Chairman
  and Chief Executive
  Officer                            633,400(4)                266,000             367,400                 3.0%
  --------------------------------------------------------------------------------------------------------------------
  Daniel M. Shusterman
  -Vice President
  Operations, Treasurer
  and Chief Financial
  Officer                             68,000(5)                 58,000              10,000                 *
  --------------------------------------------------------------------------------------------------------------------
  Ira Gelb, M.D.
  -Director                          112,000(6)                 93,000              19,000                 *
  --------------------------------------------------------------------------------------------------------------------
  Irwin Gerson
  -Director                          108,000(7)                 93,000              15,000                 *
  --------------------------------------------------------------------------------------------------------------------
  Walter Lovenberg, Ph.D.
  -Director                          113,500(8)                 93,000              20,500                 *
  --------------------------------------------------------------------------------------------------------------------
  ----------------------------
  *Represents less than 1%.
  
  (1)      Unless indicated, the we assume that all persons named in the table
           have sole voting and investment power with respect to all shares of
           our common stock beneficially owned by them. For purposes of this
           table, any security which such person has the right to acquire within
           60 days after such date is deemed to be outstanding for the
  
                                         15
  19
  
           purpose of computing the percentage ownership for such person, but is
           not deemed to be outstanding for the purpose of computing the
           percentage of any other person.
  
  (2)      Does not include shares of common stock that may be acquired by the
           Selling Stockholders upon exercise of options which have not vested
           within 60 days of this prospectus which shares, if any, will be added
           to the number of shares listed by one or more supplements to this
           prospectus. Furthermore, the inclusion in this prospectus of the
           stated number of shares does not constitute a commitment to sell any
           or all of such shares. The number of shares of common stock offered
           shall be determined from time to time by each Selling Stockholder at
           his or her sole discretion.
  
  (3)      Based on an aggregate of 11,895,210 shares of common stock that will
           be issued and outstanding upon the completion of this offering,
           consisting of 10,395,210 shares of common stock issued and outstanding
           as of August 17, 1999 and the 1,500,000 shares of common stock to
           which this prospectus relates.
  
  (4)      Includes 167,400 shares of common stock and options to purchase
           466,000 shares of common stock. Does not include options to purchase
           79,000 shares of common stock not exercisable within 60 days hereof.
  
  (5)      Includes 5,000 shares of common stock and options to purchase 63,000
           shares of common stock. Does not include options to purchase 17,000
           shares of common stock not exercisable within 60 days hereof.
  
  (6)      Includes options to purchase 112,000 shares of common stock. Does not
           include options to purchase 17,000 shares of common stock not
           exercisable within 60 days hereof.
  
  (7)      Includes options to purchase 108,000 shares of common stock. Does not
           include options to purchase 17,000 shares of common stock not
           exercisable within 60 days hereof.
  
  (8)      Includes 2,500 shares of common stock, options to purchase 108,000
           shares of common stock and warrants to purchase 3,000 shares of common
           stock. Does not include options to purchase 17,000 shares of common
           stock not exercisable within 60 days hereof.
  
                                PLAN OF DISTRIBUTION
  
           The shares of common stock to which this prospectus pertains may be
  sold or transferred for value by the Selling Stockholders, or by pledgees,
  donees, transferees or other successors in interest to the Selling
  Stockholders, in one or more transactions on the Nasdaq SmallCap Market, in
  negotiated transactions or in a combination of such methods of sale, at market
  prices prevailing at the time of sale, at prices related to such prevailing
  market prices or at prices otherwise negotiates. The Selling Stockholders may
  effect such transactions by selling their shares of common stock to or through
  broker-dealers, and such broker-dealers may receive compensation in the form of
  underwriting discounts, concessions or commissions from the Selling
  Stockholders and/or the purchasers of the shares of common stock for whom such
  broker-dealers may act as agent (which compensation may be less than or in
  excess of customary commissions). The Selling Stockholders and any
  broker-dealers that participate in the distribution of the shares of common
  stock may be deemed to be "underwriters" within the meaning of Section 2(11) of
  the Securities Act, and any commissions received by them and any profit on the
  resale of the shares of common stock sold by them may deemed to be underwriting
  discounts and commissions under the Securities Act. The sale of the shares of
  common stock by the Selling Stockholders is subject to the prospectus delivery
  requirements of the Securities Act.
  
           Upon us being notified by a Selling Stockholder that any material
  arrangement has been entered into with a broker or dealer for the sale of
  shares of common stock through a secondary distribution, or a purchase by a
  supplemented prospectus will be filed, if required, pursuant to Rule 424(b)
  under the Securities Act, disclosing (i) the
  
                                         16
  20
  
  name of each such Selling Stockholder and the participating broker-dealers,
  (ii) the number of shares of Common Stock involved, (iii) the price at which
  such shares are being sold, (iv) the commissions paid or the discounts or
  concessions allowed to such broker-dealers, (v) where applicable, that such
  broker-dealers did not conduct any investigation to verify the information set
  out or incorporated by reference in the Prospectus, as supplemented, and (vi)
  other facts material to the transactions.
  
           In addition to any such number of shares of common stock sold
  hereunder, a Selling Stockholder may, at the same time, sell any shares of
  common stock, including the shares of common stock to which this prospectus
  pertains, owned by him or her in compliance with all of the requirements of
  Rule 144 promulgated under the Securities Act, regardless of whether such
  shares are covered by this prospectus.
  
           There is no assurance that any of the Selling Stockholders will sell
  any or all of the shares of common stock offered hereby.
  
           We will pay all expenses in connection with this offering other than
  commissions and discounts of underwriters, dealers or agents. All selling and
  other expenses incurred by individual Selling Stockholders will be borne by
  such Selling Stockholders.
  
                                   LEGAL MATTERS
  
           The validity of the securities offered hereby will be passed upon for
  us by Morrison Cohen Singer & Weinstein, LLP, New York, New York, a partner of
  which holds options to acquire shares of common stock being registered in this
  Registration Statement.
  
                                      EXPERTS
  
           The balance sheets as of December 31, 1998 and 1997 and the related
  statements of operations, changes in stockholders' equity and cash flows for
  each of the years in the three-year period ended December 31, 1998 included in
  the Annual Report on Form 10-K for the fiscal year ended December 31, 1998
  which is incorporated by reference in this prospectus have been audited by, and
  are incorporated by reference herein in reliance upon the report of Richard A.
  Eisner & Company, LLP, independent auditors, given on the authority of that
  firm as experts in accounting and auditing.
  
                                         17
  21
  
  ================================================================================
  
  No dealer, salesperson or any other individual has been authorized to give any
  information or to make any representations not contained in this prospectus
  and, if given or made, such information or representations must not be relied
  upon as having been authorized by us or the Selling Stockholders. This
  prospectus does not constitute an offer to sell, or a solicitation to buy, any
  security by any person in any jurisdiction which such offer or solicitation is
  unlawful. Neither the delivery of this prospectus nor any sale made hereunder
  shall, under any circumstances imply that the information in this prospectus is
  correct as of any time subsequent to the date of this prospectus.
  
  ================================================================================
  ================================================================================
  
                                  1,500,000 SHARES
  
                           CYTOCLONAL PHARMACEUTICS INC.
  
                                    COMMON STOCK
  
                                    -----------
  
                                     PROSPECTUS
  
                                    -----------
  
                                  AUGUST 30, 1999
  
  ================================================================================
  22
  
                                      PART II
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Cytoclonal Pharmaceutics Inc. incorporates by reference the documents
  listed below into this Registration Statement on Form S-8. All documents
  subsequently filed by Cytoclonal Pharmaceutics Inc. pursuant to Section 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
  of a post-effective amendment which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  part thereof from the date of filing of such documents:
  
                    1.       Annual Report on Form 10-K for the fiscal year ended
                             December 31, 1998;
  
                    2.       Quarterly Report on Form 10-Q for the fiscal quarter
                             ended March 31, 1999;
  
                    3.       Quarterly Report on Form 10-Q for the fiscal quarter
                             ended June 30, 1999;
  
                    4.       Current Report on Form 8-K, dated June 12, 1998,
                             filed with the SEC on September 9, 1998;
  
                    5.       Definitive proxy statement filed with the SEC on
                             July 15, 1999 pursuant to Regulation 14A under the
                             Securities Exchange Act of 1934;
  
                    6.       The description of our common stock set forth in our
                             Registration Statement filed under Section 12 of the
                             Securities Exchange Act of 1934 on Form 8-A on
                             October 2, 1995, and any amendment or report filed
                             for the purpose of updating any such description;
                             and
  
                    7.       Form S-8 (File No.: 333-11691) filed with the SEC on
                             September 10, 1996.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           A partner of Morrison Cohen Singer & Weinstein, LLP, counsel to
  Cytoclonal Pharmaceutics Inc. in connection with this offering holds options to
  acquire shares of common stock being registered in this Registration Statement.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Certificate of Incorporation and By-Laws of the Registrant
  provides that Cytoclonal Pharmaceutics Inc. shall indemnify any person to the
  full extent permitted by the Delaware General Corporation Law (the "GCL").
  Section 145 of the GCL, relating to indemnification, is hereby incorporated
  herein by reference.
  
           Insofar as indemnification for liabilities under the Securities Act
  may be permitted to Directors, officers or controlling persons of Cytoclonal
  Pharmaceutics Inc. pursuant to Cytoclonal Pharmaceutics Inc.'s By-Laws and the
  Delaware General Corporation Law, Cytoclonal Pharmaceutics Inc. has been
  informed that in the opinion of the Securities and Exchange Commission, such
  indemnification is against public policy as expressed in the Securities Act and
  is therefore unenforceable.
  
           Cytoclonal Pharmaceutics Inc.'s Certificate of Incorporation includes
  certain provisions permitted pursuant to Delaware law whereby officers and
  Directors of Cytoclonal Pharmaceutics Inc. are to be indemnified against
  certain liabilities. Cytoclonal Pharmaceutics Inc.'s Restated Certificate of
  Incorporation also limits, to the fullest extent permitted by Delaware law, a
  director's liability for monetary damages for breach of fiduciary duty,
  including
  
                                        II-1
  23
  
  gross negligence, except liability for (i) breach of the director's duty of
  loyalty, (ii) acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of the law, (iii) the unlawful payment of a
  dividend or unlawful stock purchase or redemption and (iv) any transaction from
  which the director derives an improper personal benefit. Delaware law does not
  eliminate a director's duty of care and this provision has no effect on the
  availability of equitable remedies such as injunction or rescission based upon
  a director's breach of the duty of care. In addition, Cytoclonal Pharmaceutics
  Inc. has obtained an insurance policy providing coverage for certain
  liabilities of its officers and Directors.
  
           In accordance with Section 102(a)(7) of the GCL, the Certificate of
  Incorporation of the Registrant eliminates the personal liability of directors
  to Cytoclonal Pharmaceutics Inc. or its stockholders for monetary damages for
  breach.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8. EXHIBITS
  
    No.     Description
    ---     -----------
  4.1    Cytoclonal Pharmaceutics Inc. 1996 Stock Option Plan*
  
     4.2    Amendment No. 1 to Cytoclonal Pharmaceutics Inc. 1996 Stock Option Plan**
  
     5.1    Opinion of Morrison Cohen Singer & Weinstein, LLP
  
    23.1    Consent of Morrison Cohen Singer & Weinstein, LLP (included in Exhibit 5.1 hereto)
  
    23.2    Consent of Richard A. Eisner & Company, LLP
  
    24.1    Powers of Attorney (included on the signature page of this Registration
            Statement)
  -----------------------------------
  * Filed previously as an exhibit to Registration Statement on Form S-8 (File
  No.: 333-11691) and is incorporated by reference herein.
  
  **Filed previously as an exhibit to Annual Report on Form 10-K (File No.:
  000-26078) for the year ended December 31, 1998 and is incorporated by
  reference herein.
  
                                        II-2
  24
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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 Dallas, State of Texas,
  on this 30th day of August 1999.
  
                                 CYTOCLONAL PHARMACEUTICS INC.
  
                                 By: /s/  Arthur P. Bollon
                                     ---------------------------------------
                                          Name:    Arthur P. Bollon, Ph.D.
                                          Title:   Chairman, President and
                                                   Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
                    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
  signature appears below constitutes and appoints Arthur P. Bollon, Ph.D., with
  the power of substitution, his attorney-in-fact, to sign any amendments to this
  Registration Statement and to file the same, with exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission,
  hereby ratifying and confirming all that said attorney-in-fact, or his
  substitute, may do or choose to be done by virtue hereof.
  
                    Pursuant to the requirements of the Securities Act of 1933,
  as amended, this registration statement has been signed below by the following
  persons in the capacities and on the dates indicated:
  Signature                                   Title                                       Date
           ---------                                   -----                                       ----
  /s/ Arthur P. Bollon                                Chairman, President, Chief                  August 30, 1999
  --------------------------------------
  Arthur P. Bollon, Ph.D.                              Executive Officer and Director
                                                       (principal executive officer)
  
   /s/ Daniel Shusterman                               Vice President Operations,                  August 30, 1999
  --------------------------------------
  Daniel Shusterman, J.D.                              Treasurer and Chief Financial
                                                       Officer (principal financial
                                                       and accounting officer)
  
   /s/ Ira J. Gelb                                     Director                                    August 30, 1999
  --------------------------------------
  Ira Gelb, M.D.
  
   /s/ Irwin C. Gerson                                 Director                                    August 30, 1999
  --------------------------------------
  Irwin C. Gerson
  
  /s/ Walter M. Lovenberg                              Director                                    August 30, 1999
  --------------------------------------
  Walter M. Lovenberg, Ph.D.
  
  /s/ Gary E. Frashier                                 Director                                    August 30, 1999
  --------------------------------------
  Gary E. Frashier
  II-3
  25
  
                                   EXHIBIT INDEX
  No.    Description
     ---    -----------
  5.1    Opinion of Morrison Cohen Singer & Weinstein, LLP
  
    23.1    Consent of Morrison Cohen Singer & Weinstein, LLP (included in Exhibit 5.1 hereto)
  
    23.2    Consent of Richard A. Eisner & Company, LLP
  
    24.1    Powers of Attorney (included on the signature page of this Registration
            Statement)
  II-4