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) May 29, 2003
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                        Generex Biotechnology Corporation
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             (Exact name of registrant as specified in its charter)


         Delaware                   000-25169             82-049021
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(State or other jurisdiction       (Commission          (IRS Employer
     of Incorporation)             File Number)       Identification No.)



          33 Harbor 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

On June 2, 2003, Generex Biotechnology Corporation issued a press release
announcing that the Company raised $3,215,000, with net proceeds of $3,000,000,
in a private placement of its unregistered common stock. Under the terms of the
transaction, Generex issued 2,795,652 shares of common stock to accredited
institutional investors. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.


         (c)  Exhibits

         Exhibit No.                    Description
         -----------                    -----------
           99.1                         Press release dated May 29, 2003.


                                    SIGNATURE


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: June 5, 2003                         By:  Rose C. Perri
                                            --------------------------
                                            Rose C. Perri
                                            Chief Operating Officer
                                            (principal financial officer)





                                  Exhibit Index
                                  -------------

Exhibit No.       Description
- -----------       -----------
   99.1           Press release dated May 29, 2003

EX-99

Exhibit 99.1


Generex Biotechnology Corporation (ticker: GNBT, exchange: NASDAQ)
News Release - 29-May-2003
- --------------------------------------------------------------------------------
Generex Biotechnology Raises $3.215 Million Through Private Placement;
Proceeds Will Be Used for Upcoming Clinical Activities

TORONTO, May 29, 2003 /PRNewswire-FirstCall via COMTEX/ -- Generex Biotechnology
Corporation (Nasdaq: GNBT) announced today that it has raised $3,215,000, with
net proceeds to Generex of $3,000,000, in a private placement of its
unregistered common stock. Under the terms of the transaction, Generex issued
2,795,652 shares of common stock to accredited institutional investors. The
investors, who participated in previous financings for the company, also
received three-year warrants to purchase shares of the company's common stock at
$1.71 per share. The investors have the option to require the company to
register the shares and the shares issuable upon exercise of the warrants. The
Shemano Group, a San Francisco investment banking firm, acted as the placement
agent in the transaction.

"We believe this additional commitment from our existing shareholders represents
a strong endorsement of Generex's Oralin(TM) technology, the company's
opportunities under its SARS collaboration with Antigen Express, Inc. and our
upcoming clinical activities" said Anna E. Gluskin, President & Chief Executive
Officer of Generex. "We look forward to establishing additional strategic
relationships to exploit opportunities to further develop our promising
technologies."

About Generex

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 -- delivery to the oral cavity for absorption through the inner
mouth mucosa -- of drugs that historically have been administered only by
injection. Generex's buccal delivery technology has application to a large
number of drugs.

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.

SOURCE Generex Biotechnology Corporation

412055