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): January 28, 2003

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

                         COMMISSION FILE NUMBER 1-12584

                                                                                  
DELAWARE                            SHEFFIELD PHARMACEUTICALS, INC.                     13-3808303
(State of other jurisdiction of     (Exact name of registrant as specified              (I.R.S. Employer
incorporation or organization)      in its charter)                                     Identification No.)



3136 Winton Road South, Suite 201, Rochester, New York          14623
- ------------------------------------------------------          -----
       (Address of principal executive officers)              (Zip Code)

        Registrant's telephone number, including area code (585) 292-0310
                             ----------------------

  14528 South Outer Forty Road, Suite 205, St. Louis, Missouri    63017
  ------------------------------------------------------          -----
         (Former name or former address, if changed since last report)






ITEM 5.  OTHER EVENTS

         On January 24, 2003, Sheffield Pharmaceuticals, Inc., a Delaware
corporation, issued a press release, a copy of which is attached hereto as
Exhibit 99.3 and is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

Exhibit Number    Description

       99.3       Press Release dated January 24, 2003 issued by Sheffield
                  Pharmaceuticals, Inc.


                                   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 thereunto duly authorized.


                                SHEFFIELD PHARMACEUTICALS, INC.


Dated:  January 28, 2003        By: /s/ Scott A. Hoffmann
                                    -------------------------------------
                                Scott A. Hoffmann
                                Vice President and Chief Financial Officer

EX-99.3

                                                                    EXHIBIT 99.3

[SHEFFIELD LOGO]
                                  NEWS RELEASE


For further information contact:

Thomas M. Fitzgerald, President and CEO
Sheffield Pharmaceuticals, Inc.
(585) 292-0310


FOR IMMEDIATE RELEASE



            SHEFFIELD AMENDS AND RESTATES $475,000 OF UNSECURED DEBT



ROCHESTER, NY - JANUARY 24, 2003 - Sheffield Pharmaceuticals, Inc. (AMEX:SHM)
today announced that it has successfully negotiated the amendment and
restatement of all of the $475,000 of promissory notes related to its unsecured
debt issued on September 6, 2002 with certain shareholders of the Company.

The amended and restated promissory notes (the "Amended Notes") provide for
interest at the rate of 7% per annum and mature on May 15, 2003. Upon maturity
of $225,000 of the notes, the Company will repay principal and accrued interest
on each Amended Note, and at the Company's discretion, either a premium of
approximately 14% of the principal amount, or issue a warrant to purchase the
number of shares of Sheffield common stock equal to the principal amount each
Amended Note. Any warrants issued under the Amended Notes will have an exercise
price of $.19 per share, the closing price of the Company's common stock on the
closing date of the Amended Notes. Upon maturity of $250,000 of the Amended
Notes, the Company will repay principal and accrued interest on each Amended
Note, and at the Company's discretion, either a premium of approximately 28% of
the principal amount, or issue warrants to purchase an aggregate of 500,000
shares of the Company's common stock, of which 250,000 shares will have an
exercise price of $.60 per share, and 250,000 shares will have an exercise price
of $.19 per share.

Upon amending and restating certain of these notes, the Company issued to
certain noteholders warrants to purchase a total of 225,000 of the Company's
common stock at an exercise price of $.60 per share.

Sheffield Pharmaceuticals, Inc. provides innovative, cost-effective
pharmaceutical therapies by combining state-of-the-art pulmonary drug delivery
technologies with existing and emerging therapeutic agents. Sheffield is
developing a range of products to treat respiratory and systemic diseases using
pressurized metered dose, solution-based and dry powder inhaler and formulation
technologies, including its proprietary Premaire(R) Delivery System and
Tempo(TM) Inhaler. Sheffield focuses on improving clinical outcomes with
patient-friendly alternatives to inconvenient or sub-optimal methods of drug
administration. Investors can learn more about Sheffield Pharmaceuticals on its
Web site at www.sheffieldpharm.com.



This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty. Although the Company
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore, the Company's actual results could differ materially from the results
anticipated in the forward-looking statements included in this press release.
For a discussion of factors that could cause or contribute to such material
differences, investors are directed to the risks and uncertainties contained in
the Company's Form 10-Q for the quarter ended September 30, 2002, and other
documents filed by the Company with the Securities and Exchange Commission. The
risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements include the difficulties of a development
stage pharmaceutical company raising substantial additional capital (through
financings or otherwise) in the current environment to fund its operations and
the progress of development, government and regulatory approvals and
licensing/commercialization of the Company's technologies. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.





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