8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    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) February 25, 2002
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                        Generex Biotechnology Corporation
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             (Exact name of registrant as specified in its charter)



         Delaware                       000-25169                 98-0178636
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(State or other jurisdiction           (Commission              (IRS Employer
 of Incorporation)                     File Number)          Identification No.)



33 Harbour Square, Suite 202, Toronto, Ontario Canada                  M5J 2G2
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    (Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code            416/364-2551
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          (Former name or former address, if changed since last report)











Item 5. Other Events

This is an update to the descriptions of the registrant's pending legal
proceeding with Sands Brothers & Co. Ltd. that are set forth in the registrant's
Report on Form 10-K for the year ended July 31, 2001 and the registrant's Report
on Form 10-Q for the quarter ended October 31, 2001.

On February 25, 2002, the Supreme Court of the State of New York, County of New
York (the "Supreme Court"), vacated the arbitration panel's November 7, 2001
award to Sands of a warrant to purchase 1,530,000 shares of the registrant's
common stock. The Supreme Court concluded that that the arbitration panel had
"disregarded the plain meaning" of the directive given by the New York State
Appellate Division, First Department (the "Appellate Division"), in the
Appellate Division's January 23, 2001 decision that remanded the matter of the
warrant for reconsideration by the panel. The Supreme Court found that the
arbitration panel's award "lacks a rational basis."

The registrant is not able to predict the ultimate outcome of this legal
proceeding at this time and, therefore, is not able to estimate an amount or
range of potential loss, if any, from this legal proceeding at this time.

Item 7. Exhibits

99       Press Release dated February 28, 2002 regarding Sands legal proceeding



                                   SIGNATURES

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


                                           GENEREX BIOTECHNOLOGY CORPORATION


Dated:     March 1, 2002                    By:/s/ E. Mark Perri
        ---------------------                  -------------------------------
                                               E. Mark Perri, Chairman and CFO

EX-99

                                   Exhibit 99

                                  Press Release

                                           FOR IMMEDIATE RELEASE
CONTACT:

Paul Gambin                                Jeffrey Volk
Time Release Corporation                   Wolfe Axelrod Weinberger Assoc. LLC
800-391-6755; 416-364-8782 (Fax)           212-370-4500; 212-370-4505 (Fax)
info@generex.com                           e-mail: jeff@wolfeaxelrod.com


                   GENEREX BIOTECHNOLOGY CORPORATION ANNOUNCES
             FAVORABLE DECISION IN SANDS BROTHERS LEGAL PROCEEDING

New York Supreme Court, New York County, Vacates Arbitration Panel Award of
Warrant to Sands Brothers & Co. Ltd.

TORONTO, ONTARIO, February 28, 2002 -- Generex Biotechnology Corporation (Nasdaq
NM: GNBT) today announced that the New York Supreme Court, New York County (the
Supreme Court) issued an order on February 25, 2002 vacating a New York Stock
Exchange arbitration panel's November 7, 2001 award to Sands Brothers & Co. Ltd.
of a warrant to purchase 1,530,000 shares of the Generex common stock. The
Supreme Court concluded that that the arbitration panel had "disregarded the
plain meaning" of the directive given by the New York State Appellate Division,
First Department (the Appellate Division), in the Appellate Division's January
23, 2001 decision that remanded the matter of the warrant for reconsideration by
the panel. The Supreme Court found that the arbitration panel's award "lacks a
rational basis."

"We are very pleased with the New York Supreme Court's decision," stated Anna
Gluskin, CEO of Generex. "This is a very positive development for us in this
legal proceeding. We will continue to vigorously oppose any further efforts by
Sands in this matter."


                        --------------------------------

Generex is engaged in the research and development of drug delivery systems and
technology. To date, it has focused on developing a platform technology for the
buccal delivery of large molecule drugs that, historically, have been
administered only by injection. The first application for this proprietary
technology is an insulin formulation that is administered as a fine spray into
the oral cavity. In September 2000, Generex entered into an agreement with Eli
Lilly and Company to develop this product. Lilly also has the option to develop
a number of additional products based on the success of the insulin product. In
January 2001, Generex formed a joint venture with Elan Corporation, plc to
pursue the application of certain proprietary drug delivery technologies of
Generex and Elan to certain pharmaceutical products. In January 2002, Generex
and Elan selected buccal morphine as the initial product for development under
the joint venture.


Generex' buccal delivery technology has application to a large number of large
molecule drugs in addition to insulin and morphine. Fentanyl, estrogen and
heparin are among the other compounds that are candidates for product
development.

This release and oral statements made from time to time by Generex
representatives concerning the same subject matter may contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements can be identified by introductory words such as
"expects", "plans", "intends", "believes", "will", "estimates", "forecasts",
"projects" or words of similar meaning, and by the fact that they do not relate
strictly to historical or current facts. Forward-looking statements frequently
are used in discussing potential product applications, potential collaborations,
product development activities, clinical studies, regulatory submissions and
approvals, and similar operating matters. Many factors may cause actual results
to differ from forward-looking statements, including inaccurate assumptions and
a broad variety of risks and uncertainties, some of which are known and others
of which are not. Known risks and uncertainties include those identified from
time to time in the reports filed by Generex with the Securities and Exchange
Commission, which should be considered together with any forward-looking
statement. No forward-looking statement is a guarantee of future results or
events, and one should avoid placing undue reliance on such statements. Generex
claims the protection of the safe harbor for forward-looking statements that is
contained in the Private Securities Litigation Reform Act.