S-8

                                                           File No. 333-______
    As filed with the Securities and Exchange Commission on September ___,2000


                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                               Form S-8

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       ACCESS PHARMACEUTICALS. INC.
            --------------------------------------------------
            (Exact name of issuer as specified in its charter)

           Delaware                                    83-0221517
- ---------------------------------             -----------------------------
(State or other jurisdiction                        (I.R.S. Employer
or incorporation or organization)                  Identification No.)

2600 Stemmons Frwy., Suite 176, Dallas, Texas              75207
- -------------------------------------------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)

            Access Pharmaceuticals, Inc. 1995 Stock Option Plan
            ---------------------------------------------------
                         (Full title of the plan)

Kerry P. Gray                            Copy to: John J. Concannon III, Esq.
Chief Executive Officer                           Bingham Dana LLP.
Access Pharmaceuticals, Inc.                      150 Federal Street
2600 Stemmons Frwy., Suite 176                    Boston, MA  02110
Dallas, Texas 75207
- -----------------------------------------------------------------------------
                  (Name and address of agent for service)

        214-905-5100                              617-951-8000
      ----------------------------------------------------------------
       (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE
                    -------------------------------
                                Proposed        Proposed
Title of                        maximum         maximum
securities         Amount       offering       aggregate     Amount of
to be              to be         price          offering    registration
registered       registered    per share*        price          fee
- -----------------------------------------------------------------------------
Common Stock,    2,500,000       $6.125*      $13,937,500     $3,679.50
$0.01 par value   shares
per share

_______________
*  This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the plan or at what price such shares will be purchased.
The above calculation is based on the offering of 2,500,000 shares at a
purchase price of $6.125  per share, which purchase price is the closing
price of the Registrants's Common Stock as reported on the American Stock
Exchange on September 11, 2000.



                                PART II

                   INFORMATION REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference

The following documents filed by Access Pharmaceuticals, Inc., or the
Registrant, with the Securities and Exchange Commission, or the SEC, are
hereby incorporated by reference into this Registration Statement:

1.  our Annual Report on Form 10-K for the year ended December 31,
    1999, as filed with the SEC pursuant to Section 13(a) or 15(d) of the
    Securities and Exchange Act of 1934, as amended, or the Exchange Act;

2.  all reports previously filed by us pursuant to Section 13(a) or 15(d) of
    the Exchange Act, since December 31, 1999; and

3.  the description of the Common Stock contained in our registration
    statement filed with the SEC under Section 12(g) of the Exchange Act,
    including any amendment or report filed for the purpose of updating such
    description.

In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities registered
hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of
such documents.

Item 4.   Description of Securities

Not applicable

Item 5.   Interests of Named Experts or Counsel

The validity of our common stock to be sold in this prospectus is being
passed upon for us by Bingham Dana LLP, 150 Federal Street, Boston,
Massachusetts 02110. Justin P. Morreale, David L. Engel and John J.
Concannon III, partners of Bingham Dana LLP, beneficially own shares of
our common stock and warrants to purchase shares of our common stock.
Mr. Concannon is the corporate secretary.


Item 6.   Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law, or DGCL,
empowers a Delaware corporation to indemnify its officers and directors
and certain other persons to the extent and under the circumstances set forth
therein.


Article X of the Registrant's Certificate of Incorporation provides that the
Registrant will indemnify, defend and hold harmless directors, officers,
employees and agents or the Registrant to the fullest extent currently
permitted under the DGCL.

In addition, Article X of the Registrant's Certificate of Incorporation,
provides that neither the Registrant nor its stockholders may recover
monetary damages from the Registrant's directors for a breach of their
fiduciary duty in the performance of their duties as directors of the
Registrant, unless such breach relates to (i) the director's duty of loyalty,
(ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in
Section 174 of the DGCL or (iv) any transactions for which the director
derived an improper personal benefit.  The By-Laws of the Registrant
provide for indemnification of the Registrant's directors, officers,
employees and agents on the terms permitted under Section 145 of the
DGCL described above.

The Registrant has entered into indemnification agreements with certain of
its directors and executive officers.  These agreements provide rights of
indemnification to the full extent allowed and provided for by Section 145
of the DGCL and the Certificate of Incorporation and Bylaws of Access.

We intend to maintain insurance for the benefit of its directors and officers
insuring such persons against certain liabilities, including liabilities under
the securities laws.

Item 7.   Exemption from Registration Claimed

Not applicable

Item 8.   Exhibits

The following exhibits are part of this Registration Statement:

4.1  Certificate of Incorporation  (Incorporated by reference to Exhibit 3(a)
     of our Form 8-B dated July 12, 1989, Commission File Number 9-9134).

4.2  Certificate of Amendment of Certificate of Incorporation filed August
     21, 1992  (Incorporated by reference to Exhibit 3.3 of our Annual Report
     on Form 10-K for the year ended December 31, 1992).

4.3  Certificate of Merger filed January 25, 1996.  (Incorporated by
     reference to Exhibit E of our Registration Statement on Form S-4 dated
     December 21, 1995, Commission File No. 33-64031).

4.4  Certificate of Amendment of Certificate of Incorporation filed January
     25, 1996.  (Incorporated by reference to Exhibit E of our Registration
     Statement on Form S-4 dated December 21, 1995, Commission File No.
     33-64031).


4.5  Certificate of Amendment of Certificate of Incorporation filed July 18,
     1996 (Incorporated by reference to Exhibit 3.8 of our Form 10-K for the
     year ended December 31, 1996).

4.6  Amended and Restated By-Laws  (Incorporated by reference to Exhibit
     3.1 of our Form 10-Q dated June 30, 1996).

4.7  1995 Stock Option Plan (Incorporated by reference to Exhibit F of our
     Registration Statement on Form S-4 dated December 21, 1995, Commission
     File No. 33-64031).

4.8  Certificate of Amendment of Certificate of Incorporation filed June 18,
     1998 (Incorporated by reference to Exhibit 3.8 of our Form 10-Q for the
     quarter ended June 30, 1998).

4.9  Certificate of Amendment of Certificate of Incorporation filed July 31,
     2000

5.0  Opinion and Consent of Bingham Dana LLP as to the legality of the
     securities being registered.

23.1  Consent of Grant Thornton LLP.

23.2  Consent of KPMG LLP.

23.3  Consent of Smith, Anglin & Company.

24    Power of Attorney (included on the signature pages of the Registration
      Statement).


Item 9.   Undertakings

The undersigned Registrant hereby undertakes:

1.  To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement to include any
    material information with respect to the plan of distribution not previously
    disclosed in this Registration Statement or any material change to such
    information in this Registration Statement;

2.  That, for the purpose of determining any liability under the Securities
    Act of 1933, each such post-effective amendment shall be deemed to be a
    new registration statement relating to the securities offered therein, and
    the offering of such securities at that time shall be deemed to be the
    initial bona fide offering thereof;


3.  To remove from registration by means of a post-effective amendment
    any of the securities being registered that remain unsold at the termination
    of the offering;

4.  That, for purposes of determining any liability under the Securities Act
    of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d)
    of the Securities Exchange Act of 1934 that is incorporated by reference in
    this Registration Statement shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide
    offering thereof; and

5.  Insofar as indemnification for liabilities arising under the Securities Act
    of 1933 may be permitted to directors, officers and controlling persons of
    the Registrant pursuant to the foregoing provisions, or otherwise, the
    Registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as
    expressed in the Securities Act of 1933 and is, therefore, unenforceable.

    In the event that a claim for indemnification against such liabilities
    (other than the payment by the Registrant of expenses incurred or paid by a
    director, officer or controlling person of the Registrant in successful
    defense of any action, suit or proceeding) is asserted by such director,
    officer or controlling person in connection with the securities being
    registered, the Registrant will, unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it
    is against public policy as expressed in the Securities Act of 1933 and
    will be governed by the final adjudication of such issue.




               [Remainder of page intentionally left blank]



                              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
12th day of September 2000.

                             ACCESS PHARMACEUTICALS, INC.

                             By:     /s/ Kerry P. Gray
                                 ------------------------
                                     Kerry P. Gray
                                     President and
                                     Chief Executive Officer

                           POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Kerry P. Gray
and Stephen B. Thompson and each of them severally, acting alone and
without the other, his/her true and lawful attorney-in-fact with the authority
to execute in the name of each person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other
documents therewith, any and all amendments (including without limitation
post-effective amendments) to this Registration Statement on Form S-8
necessary or advisable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof,
which amendments may make such other changes in the Registration
Statement as the aforesaid attorney-in-fact executing the same deems
appropriate.


Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


         Signature                       Title                      Date
- --------------------------  ------------------------------  ------------------
/s/ Kerry P. Gray           President and Chief Executive   September 11, 2000
- -----------------------      Officer, Director
   Kerry P. Gray

/s/ Stephen B. Thompson     Vice President, Chief Financial September 11, 2000
- ------------------------     Officer, Treasurer
Stephen B. Thompson

/s/ Herbert H. McDade, Jr.  Chairman of the Board of        September 11, 2000
- --------------------------  Directors
Herbert H. McDade, Jr.

/s/ J. Michael Flinn        Director                        September 11, 2000
- ---------------------
J. Michael Flinn

/s/ Stephen B. Howell       Director                        September 11, 2000
- ---------------------
Stephen B. Howell

/s/ Max Link                Director                        September 11. 2000
- ---------------
Max Link

/s/ Howard P. Milstein      Director                        September 11, 2000
- ----------------------
Howard P. Milstein

/s/ Richard Stone           Director                        September 11, 2000
- ------------------
Richard Stone

/s/ Preston Tsao            Director                        September 11, 2000
- -----------------
Preston Tsao

EX-5

                                                            Exhibit 5

                            BINGHAM DANA LLP
                           150 Federal Street
                            Boston, MA 02110

September 11, 2000

Access Pharmaceuticals, Inc.
2600 Stemmons Freeway, Suite 176
Dallas, Texas 75207

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is furnished in connection with the registration, pursuant to
a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange Commission
on or about September 11, 2000 (the "Registration Statement"), of 2,000,000
shares (the "1995 Plan Shares") of common stock, par value $0.01 per share
(the "Common Stock"), of Access Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), which are or will be issuable to employees, directors,
consultants and advisors of the Company upon the exercise of options granted
pursuant to the Company's 1995 Stock Option Plan, as amended (the "1995 Plan")
and 500,000 shares (the "2000 Plan Shares") of Common Stock which are issuable
to a certain director and officer of the Company upon the exercise of an
option granted pursuant to the Company's 2000 Special Stock Option
Plan (the "2000 Plan").

We have acted as counsel to the Company in connection with the foregoing
registration of the 1995 Plan Shares and the 2000 Plan Shares.  We have
examined and relied upon originals or copies of such records, instruments,
certificates, memoranda and other documents as we have deemed necessary or
advisable for purposes of this opinion and have assumed, without independent
inquiry, the accuracy of those documents.  In that examination, we have
assumed the genuineness of all signatures, the conformity to the originals
of all documents reviewed by us as copies, the authenticity and completeness
of all original documents reviewed by us in original or copy form and the
legal competence of each individual executing such documents.  We have further
assumed that all options granted or to be granted pursuant to the 1995 Plan
and the 2000 Plan were or will be validly granted in accordance with the
terms of the 1995 Plan and the 2000 Plan, respectively, and that all 1995
Plan Shares and 2000 Plan Shares to be issued upon exercise of such options
will be issued in accordance with the terms of such options and the 1995 Plan
and the 2000 Plan, respectively.

This opinion is limited solely to the Delaware General Corporation Law, as
applied by courts located in Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting
those laws.

Based upon and subject to the foregoing, we are of the opinion that, upon the
issuance and delivery of the 1995 Plan Shares and the 2000 Plan Shares in
accordance with the terms of such options and the 1995 Plan and the 2000
Plan, respectively, the 1995 Plan Shares and the 2000 Plan Shares will be
validly issued, fully paid and nonassessable shares of the Company's Common
Stock.

We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/Bingham Dana LLP

EX-23.1

                                                                  Exibit 23.1

           CONSENT OF GRANT THORNTON LLP, INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to Access Pharmaceuticals, Inc. 1995 Stock Option Plan
of our report dated March 3, 2000, with respect to the consolidated financial
statements for Access Pharmaceuticals, Inc. included in the Annual Report
(Form 10-K) for the year ended December 31, 1999, filed with the Securities
and Exchange Commission.


                                          /s/ Grant Thornton LLP

                                          Grant Thornton LLP


Dallas, Texas
September 8, 2000

EX-23.2

                                                                 Exhibit 23.2

                   INDEPENDENT AUDITORS CONSENT


We consent to the use of our report incorporated by reference in the
Registration Statement (Form S-8) pertaining to the Access Pharmaceuticals,
Inc. 1995 Stock Option Plan.

Our report dated March 24, 1998 contains an explanatory paragraph that states
that the Company has suffered recurring losses from operations and has a net
capital deficiency, which raise substantial doubt about its ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of that
uncertainty.

                                          /s/ KPMG LLP

                                          KPMG LLP


Dallas, Texas
September 8, 2000

EX-23.3

Exhibit 23.3

CONSENT OF SMITH, ANGLIN & CO., INDEPENDENT AUDITORS


         We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to Access Pharmaceuticals, Inc. 1995 Stock
Option Plan of our report dated September 21, 1995, with respect to the
consolidated financial statements for Access Pharmaceuticals, Inc. included
in the Annual Report (Form 10-K) for the year ended December 31, 1999, filed
with the Securities and Exchange Commission.

                                          /s/ Smith, Anglin & Co.

                                          Smith, Anglin & Co.


Dallas, Texas
September 11, 2000