SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): May 18, 1999

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




            Delaware                      0-27282                36-3898269
(State or other jurisdiction of   (Commission file number)    (I.R.S. employer
 incorporation or organization)                              identification no.)





      1017 Main Campus Drive,
             Suite 3900                                                 27606
      Raleigh, North Carolina                                        (Zip code)
(Address of principal executive offices)




       Registrant's telephone number, including area code: (919) 513-7020









Item 5. Other Events.

        On May 20, 1999, Atlantic  Pharmaceuticals,  Inc. ("Atlantic") announced
that as of May 18, 1999, it had received from stockholders holding more than 50%
of the total outstanding shares as of the record date of March 23, 1999, written
consents  approving all three  proposals  submitted to stockholders by A. Joseph
Rudick,  M.D.,  Steve H. Kanzer,  and Frederic P. Zotos pursuant to a definitive
proxy statement  filed with the Securities and Exchange  Commission on March 25,
1999.

        The three proposals submitted to Atlantic stockholders were as follows:

1.      RESOLVED,  that (1) each  current  member of the Board of  Directors  of
        Atlantic,  other than Steve H. Kanzer and Yuichi  Iwaki  (those  current
        members, the "Remaining Directors"), and (2) any other person or persons
        (other than the persons  elected  pursuant to this  consent)  elected or
        appointed to the Board of Directors of Atlantic  prior to the  effective
        time  of  this  resolution,  in  addition  to or in  lieu of any of such
        current  members  (including any persons elected or appointed in lieu of
        the  Remaining  Directors)  to fill any newly  created  directorship  or
        vacancy on the Board of Directors of Atlantic,  or otherwise,  is hereby
        removed and the office of each such member of the Board of  Directors is
        hereby declared vacant.

2.      RESOLVED, that A. Joseph Rudick and Frederic P. Zotos are hereby elected
        as directors of Atlantic, to serve until their respective successors are
        duly elected and qualified.

3.      RESOLVED,  that all By-Laws adopted  subsequent to January 11, 1999, and
        prior to the  effectiveness  of this resolution are null and void and of
        no force and effect.

        Accordingly,  effective as of May 18, 1999, Dr. Robert A. Fildes and Mr.
Martin Cleary  ceased  serving as members of the board of directors of Atlantic,
Dr.  Rudick and Mr.  Zotos were  appointed  to the board of  directors  in their
place, and Dr. Yuichi Iwaki remains a member of the board of directors.






                                    SIGNATURE

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
Atlantic  Pharmaceuticals,  Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.



Date:   June 1, 1999                ATLANTIC PHARMACEUTICALS, INC


                                    By:   /s/ A. Joseph Rudick
                                        --------------------------
                                          A. Joseph Rudick
                                          President



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