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

                                  SCHEDULE 13D


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 5)


                           BOSTON LIFE SCIENCES, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    100843408
           ----------------------------------------------------------
                                 (CUSIP Number)


                                 March 22, 2004
           ----------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


                             Thomas O. Boucher, Jr.
                              Ingalls & Snyder, LLC
                                   61 Broadway
                            New York, New York 10006
                                  212-269-7800
- --------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                 Communications)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [x].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



          This Amendment No. 5 amends the statement on Schedule 13D, dated
September 29, 2003, as amended, relating to Boston Life Sciences, Inc. (the
"Company") as follows:

ITEM 4.  PURPOSE OF THE TRANSACTION

          The following is added after the last paragraph of Item 4:

          On March 22, 2004, Mr. Gipson sent to the Company a demand for
inspection of books and records of the Company pursuant to Section 220 of the
Delaware General Corporation Law. The purpose of the demand is to investigate
possible mismanagement, waste of corporate assets, breach of fiduciary duty,
improper influence or conduct and lack of due care by the directors of the
Company. Since applicable Delaware case law restricts a stockholder's ability to
utilize the Section 220 inspection procedure to investigate wrongdoing while
related derivative litigation is pending, the Reporting Persons requested that
the Delaware Court of Chancery dismiss the Financing Transaction Complaint
without prejudice to the Reporting Persons' ability to refile such a complaint
at a later time. The Court granted the Reporting Persons' request.



                                   SIGNATURES

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.


Date:  March 23, 2004


INGALLS & SNYDER, LLC


By: /s/ THOMAS O. BOUCHER, JR.
    -------------------------------------
    Thomas O. Boucher, Jr.
    Managing Director


INGALLS & SNYDER VALUE PARTNERS, L.P.


By: /s/ THOMAS O. BOUCHER, JR.
    -------------------------------------
    Thomas O. Boucher, Jr.
    General Partner


/s/ THOMAS O. BOUCHER, JR.
- -----------------------------------------
Thomas O. Boucher, Jr.


/s/ ROBERT L. GIPSON
- -----------------------------------------
Robert L. Gipson