Filed pursuant to Rule 424(b)(3)
                                relating to Registration Statement No. 333-35206

                          DISCOVERY LABORATORIES, INC.
                       SUPPLEMENT DATED SEPTEMBER 25, 2003
                       TO PROSPECTUS DATED APRIL 20, 2000

            This Supplement should be read in conjunction with the Prospectus
dated April 20, 2000, contained in Registration Statement No. 333-35206 of
Discovery Laboratories, Inc., as amended and supplemented by the Registration
Statement and Prospectus on Form S-3/A filed by us on June 1, 2000, and
including the exhibits and the documents incorporated by reference thereto. The
selling stockholder table contained in such Prospectus is amended by deleting
the references to Omicron Partners L.P., and adding the entity, Omicron Master
Trust as listed in the table below as a new selling stockholder (the "Selling
Stockholder"). In connection with a reorganization of Omicron Partners, L.P.,
Omicron Partners has transferred all of the securities registered for resale
pursuant to the above-referenced Registration Statement and Prospectus to the
Selling Stockholder.

            Our common stock, par value $.001 per share, is listed on the Nasdaq
SmallCap Market under the symbol "DSCO". On September 12, 2003, the closing sale
price for the common stock, as reported on the Nasdaq SmallCap Market, was
$8.08. We advise you to obtain a current market quotation for the common stock.

            Neither the SEC nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.

            The Selling Stockholder may offer and sell a total of 64,615 shares
of common stock under the Prospectus. The shares being offered under the
Prospectus were acquired by the Selling Stockholder upon the transfer of
securities issued to Omicron Partners in connection with a private placement
consummated by us in March 2000. In connection with such Private Placement, we
agreed to register these shares for Omicron Partners and their assignees under
the Securities Act of 1933.

The following table sets forth, to the best of our knowledge, based on
information provided to us by the Selling Stockholder:

- --the number of shares of common stock owned by the Selling Stockholder; and

- --the number of shares being offered by the Selling Stockholder under the
Prospectus.

            All information with respect to share ownership has been provided by
the Selling Stockholder as of a recent date. Because the Selling Stockholder may
have sold, transferred or otherwise disposed of all or a portion of the shares
of common stock owned by the Selling



Stockholder since the date on which it provided us with the information
regarding its share ownership in transactions exempt from the registration
requirements of the Securities Act of 1933, no estimate can be given as to the
number of shares of common stock that will be held by the Selling Stockholder
after the offering.

            The information appearing in the following table supplements or
supersedes in part the information in the table under the heading "Selling
Stockholder" in the Prospectus and was provided by or on behalf of the entity
named below, as of September 12, 2003.

                              SELLING STOCKHOLDERS



                              Number of
                              Shares of
                                 common      Number of                                      Number of
                             stock, not         Shares    Total Number                   Shares to be     Number of     Percentage
                              including    represented    of Shares of     Percentage     Offered for     Shares to          to be
                              Warrants,    by Warrants    common stock   Beneficially     the Account      be Owned   Beneficially
                           Beneficially   Beneficially    Beneficially   Owned Before      of Selling    after this    Owned After
Name                              Owned          Owned         Owned +       Offering    Stockholders      Offering  this Offering
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Omicron Master Trust             53,846         10,769          64,615              *          64,615             0


- ----------
*     Less than 1%

+     The information contained in this table reflects "beneficial" ownership of
      common stock within the meaning of Rule 13d-3 under the Securities
      Exchange Act of 1934. On September 12, 2003, we had 42,170,539 (not
      including treasury shares) shares of common stock outstanding. Beneficial
      ownership information reflected in the table includes shares of common
      stock issuable upon the exercise of outstanding warrants.

Please keep this supplement with your Prospectus.


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