FORM 10-K/A
                                (Amendment No. 3)
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 For the fiscal year ended - December 31, 2001
                                       OR
[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from ________ to ________.
                         Commission file number 0-26476
                               GLYCOGENESYS, INC.
               (Exact name of Company as specified in its charter)

                    Nevada                            33-0231238
        State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization             Identification No.)

                              Park Square Building
                        31 St. James Avenue, 8/th/ Floor
                           Boston, Massachusetts 02116
        (Address of principal executive offices, including postal code.)

                                 (617) 422-0674
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
          Title of each class       Name of each exchange on which registered
              None

Securities registered pursuant to Section 12(g) of the Act:
Title of each class                                  Common Stock

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                     YES      [X]     NO        [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

The aggregate market value at April 12, 2002 of the voting stock of the
Registrant held by non-affiliates (based on the closing price of $1.40 on the
Nasdaq SmallCap market on that date) was approximately $31,360,000.

The number of shares outstanding each of the Registrant's classes of common
stock, as of April 12, 2002 was 37,064,044.

<PAGE>

                                EXPLANATORY NOTE

         This Amendment No. 3 of the Company's Annual Report on Form 10-K/A
reflects the issuance of the audit report for SafeScience Newco, Ltd. by
Deloitte & Touche LLP. Such audit report had previously been issued by Deloitte
& Touche (Hamilton, Bermuda).

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)    Documents filed as part of this report:

   1) The following financial statements of GlycoGenesys, Inc. are contained in
      Item 8 of Part II of the Company's Form 10-K/A filed on May 30, 2002:

      Report of Independent Auditors--Deloitte & Touche LLP

      Report of Independent Public Accountants--Arthur Andersen LLP

      Consolidated Balance Sheets as of December 31, 2001 and 2000

      Consolidated Statements of Operations for the years ended December 31,
      2001, 2000 and 1999.

      Consolidated Statements of Stockholders' Equity (Deficit) for the years
      ended December 31, 2001, 2000 and 1999.

      Consolidated Statements of Cash Flows for the years ended December 31,
      2001, 2000 and 1999.

      Notes to Consolidated Financial Statements

   2) The following financial statement schedules are filed as part of this
      Amendment No. 3:

      Financial statements of SafeScience Newco, Ltd. and Report of Independent
      Auditors--Deloitte & Touche LLP

      Otherfinancial statement schedules are omitted because the required
      information is not present or not present in sufficient amounts to require
      submission of the schedule or because the information is reflected in the
      consolidated financial statements or notes thereto.

                                                                               2

<PAGE>

Independent Auditors' Report

To the Board of Directors and Stockholders of SafeScience Newco, Ltd.:

We have audited the accompanying balance sheet of SafeScience Newco, Ltd. (a
development stage company) as of December 31, 2001 and the related statements of
operations, stockholders' equity, and cash flows for the period from inception
(July 10, 2001) through December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted an audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company at December 31,
2001 and the results of its operations and its cash flows for the period from
inception (July 10, 2001) through December 31, 2001 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is a development stage
company engaged in the development of a pharmaceutical product. As discussed in
Note 1 to the financial statements, the Company incurred a net loss of $17.7
million for the period from inception through December 31, 2001, and had an
accumulated deficit of $882,483 as of December 31, 2001. The Company expects to
incur substantial additional operating costs, including costs related to ongoing
research and development activities. Future funding is subject to continued
agreement of a business plan by the Company's owners. In the event funding is
not obtained, the Company may be required to curtail operations. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. Managements' plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP
Boston, Massachusetts


May 29, 2002, except for Note 6, as to which the date is December 18, 2002

                                                                               3

<PAGE>

<TABLE>
                             SafeScience Newco, Ltd.
                          (A Development Stage Company)

<CAPTION>

                                  BALANCE SHEET

                                     ASSETS

                                                                                  December 31,
                                                                                      2001
                                                                                  ------------

<S>                                                                               <C>
CURRENT ASSETS:

        Cash and cash equivalents                                                 $    19,054
        Prepaid expenses                                                                2,250
                                                                                  -----------
               Total assets                                                       $    21,304
                                                                                  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
        Accounts payable to related parties                                       $   903,787
                                                                                  -----------
Total current liabilities                                                         $   903,787
                                                                                  -----------

STOCKHOLDERS' EQUITY (DEFICIT):
        Convertible preferred stock,
          $1.00 par value
        Authorized-6,000 shares
           6,000 shares issued and outstanding
           as of December 31, 2001
           (liquidation value $7,500,000)                                               6,000


        Common Stock, $1.00 par value
        Authorized - 6,000 shares
           6,000 shares issued and outstanding
            as of December 31, 2001                                                     6,000


        Additional Paid-in Capital                                                 16,818,962
        Deficit accumulated during the development stage                          (17,713,445)
                                                                                  -----------
      Total stockholders' equity (deficit)                                           (882,483)
                                                                                  -----------
                     Total liabilities & stockholders' equity (deficit)           $    21,304
                                                                                  ===========



   The accompanying notes are an integral part of these financial statements.

</TABLE>


                                                                               4

<PAGE>

                             SafeScience Newco, Ltd.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS




                                         For The Period
                                         from Inception
                                         (July 10, 2001)
                                         through
                                         December 31, 2001
                                         -----------------
Operating expenses:
 Research and development                $  17,694,894
 General and administrative                     18,551
                                           -----------
    Total operating expenses                17,713,445
                                           -----------

     Net loss                            $ (17,713,445)
                                           ===========


























   The accompanying notes are an integral part of these financial statements.

                                                                               5

<PAGE>

<TABLE>

                                                 SafeScience Newco, Ltd.
                                              (A Development Stage Company)

                                       STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<CAPTION>


                                Convertible                                             Deficit
                              Preferred Stock        Common Stock                     Accumulated
                            --------------------  --------------------    Additional  During the        Total
                            Number     $1.00      Number     $1.00         Paid-in    Development    Stockholder's
                            of Shares  Par Value  of Shares  Par Value     Capital       Stage      Equity (deficit)
                            ---------  ---------  ---------  ---------     -------    -----------   ----------------

<S>                             <C>       <C>         <C>       <C>      <C>          <C>           <C>
Inception of the Company:
Issuance of preferred
stock on July 10, 2001          6,000     $6,000         --         --   $ 7,494,000            --  $   7,500,000
Issuance of common stock
  on July 10, 2001                 --         --      6,000     $6,000     7,494,000            --      7,500,000
Capital contribution               --         --         --         --     1,830,962            --      1,830,962
Net Loss                           --         --         --         --            --   (17,713,445)   (17,713,445)
                            ---------  ---------  ---------  ---------   -----------  ------------  -------------
Balance, December 31, 2001      6,000     $6,000      6,000     $6,000   $16,818,962  $(17,713,445) $    (882,483)
                            =========  =========  =========  =========   ===========  ============  =============






























   The accompanying notes are an integral part of these financial statements.

</TABLE>

                                                                               6

<PAGE>

                             SafeScience Newco, Ltd.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

                                                          For The Period
                                                          from Inception
                                                          (July 10, 2001)
                                                               through
                                                          December 31, 2001
                                                          -----------------
Cash flows from operating activities:
 Net loss                                                   $ (17,713,445)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
      Write-off of acquired technology                         15,000,000
      Changes in assets and liabilities:
        Prepaid expenses and other current assets                  (2,250)
        Accounts payable                                          903,787
                                                            -------------
           Net cash used in operating activities               (1,811,908)

Cash flows from financing activities:
 Capital contributions received                                 1,830,962
                                                            -------------
           Net cash provided by financing activities            1,830,962
                                                            -------------

Net increase in cash and cash equivalents                          19,054

Cash and cash equivalents, beginning balance                           --
                                                            -------------
Cash and cash equivalents, ending balance                   $      19,054
                                                            =============

Supplemental disclosure of non-cash financing activities:
 Issuance of preferred stock and
   common stock for technology license                      $  15,000,000
                                                            =============















   The accompanying notes are an integral part of these financial statements.

                                                                               7

<PAGE>

              SAFESCIENCE NEWCO, LTD. (A Development Stage Company)
 Notes to Financial Statements (including data applicable to unaudited periods)
                                December 31, 2001

(1) Operations

On July 10, 2001, GlycoGenesys, Inc. (GlycoGenesys, formerly known as
SafeScience, Inc.) and Elan Corporation, plc ("Elan") and EIS International
Services Ltd. ("EIS"), formed SafeScience Newco Ltd. ("SafeScience Newco") an
exempted Company incorporated in Bermuda. SafeScience Newco is owned by
GlycoGenesys and EIS holding 80.1% and 19.9% fully-diluted interests,
respectively (see Note 6). GlycoGenesys and EIS own 100% and 0% of the common
stock and 60.2% and 39.8% of the preferred stock of SafeScience Newco,
respectively. The primary objective of SafeScience Newco is the business of
development, testing, registration, manufacturing, commercialization and
licensing of GCS-100 as defined in the Subscription, Joint Development and
Operating Agreement dated July 10, 2001 between EIS and GlycoGenesys.

On July 10, 2001, EIS acquired 4,944.44 shares of GlycoGenesys's Series A
convertible exchangeable preferred stock (Series A Preferred Stock) for
$12,015,000. The Series A Preferred Stock is convertible, at EIS's option, into
GlycoGenesys's common stock or exchangeable into shares of SafeScience Newco
preferred stock held by GlycoGenesys representing a 30.1% interest in
SafeScience Newco on a fully-diluted basis. Such exchange would increase EIS's
ownership in SafeScience Newco to 50% on a fully-diluted basis. GlycoGenesys
used the Series A Preferred Stock sale to purchase its 80.1% interest in
SafeScience Newco on a fully-diluted basis. SafeScience Newco used this, along
with EIS's 19.9% investment on a fully-diluted basis, to pay $15.0 million to
Elan for a license giving SafeScience Newco rights to use EIS's drug delivery
technologies. Immediately, upon completing this transaction, the cost of the
license was expensed as a research and development cost because revenue
resulting from such technology was not likely in the foreseeable future.

While GlycoGenesys owns 100% of the voting common stock and 80.1% of the
outstanding capital stock on a fully-diluted basis of SafeScience Newco, Ltd.
EIS has retained significant minority investor rights that are considered
"participating rights" as defined in Emerging Issues Task Force (EITF) Issue
96-16, "Investors' Accounting for an Investee When the Investor Has a Majority
of the Voting Interest but the Minority Shareholder Has Certain Approval or Veto
Rights". EIS's participating rights overcome the presumption that GlycoGenesys
exercises control over SafeScience Newco.

Upon continued agreement of a business plan, and once agreement has been reached
on funding, GlycoGenesys and EIS contribute to SafeScience Newco in relation to
their relative fully-diluted ownership interests (see Notes 5 and 6). In July
2001, GlycoGenesys entered into an $9,612,000 stock subscription agreement (the
"Securities Purchase Agreement") with EIS. The stock purchases under the
Securities Purchase Agreement are restricted for GlycoGenesys's funding of
SafeScience Newco. As of December 31, 2001 there had been 862.71 shares
purchased under the Securities Purchase Agreement.

                                                                               8

<PAGE>

              SAFESCIENCE NEWCO, LTD. (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001
                                   (continued)

SafeScience Newco is in the development stage and is devoting substantially all
of its efforts toward product research and development. SafeScience Newco is
subject to a number of risks similar to those of other development stage
companies. Principal among these risks are the dependence on key individuals,
the need to develop commercially usable products, competition from substitute
products and larger companies, and the need to obtain adequate financing
necessary from GlycoGenesys and EIS to fund further product development (see
Note 6).

The Company incurred a net loss of $17.7 million for the period from inception
through December 31, 2001 and had an accumulated deficit of $882,483 as of
December 31, 2001. The Company expects to incur substantial additional operating
costs, including costs related to ongoing research and development activities.
As discussed above and in Note 6, future funding is subject to continued
agreement of a business plan by the Company's owners. In the event funding is
not obtained, the Company may be required to curtail operations. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
results from the outcome of this uncertainty.

(2) Summary of Significant Accounting Policies

The accompanying financial statements reflect the application of certain
accounting policies described below and elsewhere in the notes to the financial
statements.

(a) Fair Value of Financial Instruments

The carrying amounts of SafeScience Newco's financial instruments, which include
the amounts due to related parties, approximate their fair value.

(b) Concentrations of Limited Suppliers

Certain materials used in SafeScience Newco's development process are procured
from a single source. The failure of a supplier, including a subcontractor, to
deliver on schedule could delay or interrupt the development process and hereby
adversely affect SafeScience Newco's operating results.

(c) Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of expenses during the
reporting period. Actual results could differ from those estimates.

                                                                               9

<PAGE>

              SAFESCIENCE NEWCO, LTD. (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001
                                   (Continued)

(d) Research and Development Expenses

SafeScience Newco charges research and development expenses to operations as
incurred. The cost of the license from Elan was immediately expensed because
revenues resulting from such technology were not likely in the foreseeable
future.

(e) Comprehensive Loss

Comprehensive loss is defined as the change in stockholders' deficit during a
period from transactions and other events and circumstances from non-owner
sources. SafeScience Newco's net loss is equal to its comprehensive loss.

(f) Organization Costs

All organization costs have been expensed as incurred.

(g) Disclosures about Segments of an Enterprise

Operating segments are identified as components of an enterprise about which
separate discrete financial information is available for evaluation by the chief
operating decision maker, or decision making group, in making decisions
regarding resource allocation and assessing performance. To date, SafeScience
Newco has viewed its operations and manages its business as principally one
operating segment.

(3) Income Taxes

Under current Bermuda law, SafeScience Newco is not required to pay any taxes in
Bermuda on either income or capital gains. SafeScience Newco has received an
undertaking from the Minister of Finance in Bermuda that, in the event of such
taxes being imposed, SafeScience Newco will be exempt from taxation until the
year 2016.

(4) Stockholders' Deficit

(a) Authorized Stock

SafeScience Newco has authorized capital stock of 12,000 shares, of which 6,000
are $1.00 par value common stock and 6,000 are $1.00 par value convertible
preferred stock.

                                                                              10

<PAGE>

              SAFESCIENCE NEWCO, LTD. (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001
                                   (Continued)

(b) Common Stock

In July 2001, SafeScience Newco sold 6,000 shares of common stock at $1,250 per
share resulting in net proceeds of $7,500,000.

(c) Convertible Preferred Stock

In July 2001, SafeScience Newco sold 6,000 shares of convertible preferred stock
(Preferred Stock) at $1,250 per share resulting in net proceeds of $7,500,000.
The rights, preferences and privileges of the Preferred Stock are as follows:

Voting Rights

Preferred stockholders do not have voting rights.

Dividends

Preferred stockholders are entitled to dividends as and when declared by the
Board of Directors. Preferred stockholders are entitled to participate equally
on a pro rata basis in any dividend declared for the holders of common stock.

Liquidation Preference

In the event of liquidation, dissolution or winding-up of SafeScience Newco and
before any distribution to common stockholders and any prior series of preferred
stock, the holders of Preferred Stock are entitled to receive $1,250 per share,
respectively, plus all declared but unpaid dividends.

Conversion

Each share of Preferred Stock is convertible, at the option of the holder, into
one share of common stock, subject to adjustments for dilutive issuances of
stock at any time after July 10, 2002.

(5) Related Party Transactions

SafeScience Newco's research and development and general and administrative
costs were paid for directly by the SafeScience Newco stockholders. These
transactions are in the normal course of operations and amounts payable to these
stockholders are summarized as follows:

                                                                              11

<PAGE>

              SAFESCIENCE NEWCO, LTD. (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001
                                   (Continued)


                                        December 31,
                                            2001
                                        ------------
         Due to GlycoGenesys, Inc.       $  884,515
         Due to Elan, plc                $   19,272
                                         ----------
         Total                           $  903,787
                                         ==========

These balances are unsecured and interest free with no set terms of repayment.
They are classified as current liabilities as SafeScience Newco will reimburse
GlycoGenesys and Elan upon its funding by its stockholders.

(6) Subsequent events

On December 18, 2002, GlycoGenesys, Elan, EIS and SafeScience Newco entered into
an agreement which terminated the joint venture relationship between
GlycoGenesys and EIS. Under the terms of the termination agreement, all joint
venture agreements have been terminated and GlycoGenesys has regained all
intellectual property rights to GCS-100. In addition, GlycoGenesys has acquired
EIS's 19.9% interest in SafeScience Newco and now owns 100% of the outstanding
capital stock of SafeScience Newco. EIS is eligible to receive a royalty on
certain future revenues related to GCS-100.

As discussed in Note 1, SafeScience Newco 's future is dependent upon its
ability to obtain financing to fund its operations. SafeScience Newco has not
obtained commitments from any existing or potential investors to provide
additional financing. In the event additional financing is not obtained,
SafeScience Newco may be required to curtail operations.



                                                                              12

<PAGE>

Exhibits:

3)  See (c) below.


(b) Reports on Form 8-K.

            1)        Current Report on Form 8-K filed with the Securities and
                      Exchange Commission on December 21, 2001 reporting the
                      completion of a securities offering.

(c) Exhibits.

The following documents are incorporated herein by reference from the
Registrant's Form 10, as filed with the Securities and Exchange Commission, SEC
file No. 0-26476:

3.1    Articles of Incorporation of Alvarada, Inc.
3.2    Amendment to the Articles of Incorporation dated March 1, 1995.
3.3    Amendment to the Articles of Incorporation dated March 3, 1995.
3.4    Amendment to the Articles of Incorporation dated May 23, 1995
3.5    Bylaws of Alvarada, Inc.
3.6    Articles of Incorporation of International Gene Group.
3.7    Bylaws of the Company of International Gene Group.
3.8    Articles of Incorporation of Agricultural Glycosystems, Inc.
3.9    Bylaws of the Company of Agricultural Glycosystems, Inc.
4.1    Specimen Stock Certificate.
10.1   Agreement and Plan of Reorganization.
10.2   Licensing Agreement with Dr. Platt.


The following documents are incorporated herein by reference from the
Registrant's Form S-8 Registration Statement filed with the Commission on May
14, 1996, SEC file No. 333-04764:

10.5   Incentive Stock Option Plan.

The following documents are incorporated herein by reference from the
Registrant's Registration Statement on Form SB-2, filed with the Commission on
November 20, 1996, SEC file no. 333-16087:

10.10  Warrant Agreement with James C. Czirr.

The following documents are incorporated herein by reference from the
Registrant's Form 10-K for the period ending December 31, 1997:

10.12  Licensing Agreement with Agrogene Ltd.
99.1   Office Lease


The following documents are incorporated by reference from the Registrant's Form
8-K filed on April 7, 2000:

                                                                              13

<PAGE>

10.1       Securities Purchase Agreement by and among GlycoGenesys, Inc., Strong
           River Investments, Inc. and Montrose Investments Ltd., dated March
           19, 2000.
10.2       Form of Closing Warrants dated March 29, 2000.
10.3       Form of Adjustable Warrants dated March 29, 2000.
10.4       Registration Rights Agreement by and among GlycoGenesys, Inc., Strong
           River Investments, Inc. and Montrose Investments Ltd. dated March 29,
           2000.
10.5       Letter of Agreement by and among GlycoGenesys, Inc., Strong River
           Investments, Inc. and Montrose Investment Ltd. dated March 29, 2000.

The following documents are incorporated herein by reference from the
Registrant's Form 10-Q for the quarter ending September 30, 2000:

10.22      Employment Agreement between GlycoGenesys, Inc. and Bradley J. Carver
           dated June 29, 1999.
10.23      1998 Stock Option Plan
10.24      2000 Stock Incentive Plan

The following document is incorporated herein by reference from the Registrant's
Form 8-K filed on January 3, 2001:

10.1       License Agreement by and among SafeScience, Inc., Wayne State
           University and the Barbara Ann Karmanos Cancer Institute dated
           January 26, 2001.

The following document is incorporated herein by reference from the Registrant's
Form 10-K for the period ending December 31, 2000:

10.18      Product Formula between SafeScience, Inc. and Delta-Omega
           Technologies, Inc. dated January 5, 2001.

The following document is incorporated herein by reference from the Registrant's
Form 8-K filed on May 23, 2001:

10.1       Amendment No. 1 dated May 14, 2001 to the License Agreement by and
           among SafeScience, Inc., Wayne State University and the Barbara Ann
           Karmanos Cancer Institute dated January 26, 2001.

The following documents are incorporated herein by reference from the
Registrant's Form 8-K filed on June 29, 2001:

10.1       Securities Purchase Agreement dated June 22, 2001 between
           SafeScience, Inc. and Elan International Services, Ltd.
10.2       Subscription, Joint Development and Operating Agreement dated as of
           June 29, 2001 among Elan Corporation, plc, Elan International
           Services, Ltd., SafeScience, Inc. and SafeScience Newco, Ltd.
10.3       SafeScience License Agreement dated as of June 29, 2001 between
           SafeScience, Inc. and SafeScience Newco Ltd.
10.4       Elan License Agreement dated as of June 29, 2001 between Elan
           Corporation, plc and SafeScience Newco, Ltd.
10.5       SafeScience Registration Rights Agreement dated as of June 29, 2001
           between SafeScience, Inc. and Elan International Services, Ltd.

                                                                              14

<PAGE>

10.6       SafeScience Newco Registration Rights Agreement dated as of June 29,
           2001 among SafeScience Newco, Ltd. SafeScience, Inc. and Elan
           International Services, Ltd.

The following documents are incorporated herein by reference from the
Registrant's Form 10-Q for the quarter ending June 30, 2001:

4.1        Certificate of Designations, Preferences and Rights of Series A,
           Series B and Series C Preferred Stock of SafeScience, Inc.

10.7       Warrant dated July 10, 2001 issued to Elan International Services,
           Ltd.

The following documents are incorporated herein by reference from the
Registrant's Form 10-Q for the quarter ending September 30, 2001:

4.1        Certificate of Amendment to the Articles of Incorporation of the
           Company filed on October 31, 2001.

10.1       Amendment No. 2 dated November 7, 2001 to the License Agreement by
           and among GlycoGenesys, Inc., Wayne State University and the Barbara
           Ann Karmanos Cancer Institute dated January 26, 2001.

The following documents are an exhibit hereto:

10.1       Employment Agreement between GlycoGenesys, inc. and Chris
           Szustkiewicz, Ph.D. Dated March 18, 2002, as amended on March 22,
           2002.*
23.1       Consent of Arthur Andersen LLP**
23.2       Consent of Deloitte & Touche LLP**
23.3       Consent of Deloitte & Touche LLP
99.1       Audit Committee Report and Audit Fees**
99.2       Section 906 Certification

--------------
* Previously filed on Annual Report of Form 10-K filed with the Securities and
Exchange Commission on April 16, 2002
** Previously filed on Annual Report on Form 10-K/A filed with the Securities
and Exchange Commission on May 30, 2002.



                                                                              15

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 3 to Report on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts on this 18th day of December 2002.

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

                                 BY:

                                        /s/ Bradley J. Carver
                                        Bradley J. Carver, President and
                                        Treasurer

                                        /s/ John W. Burns
                                        John W. Burns, Senior Vice President,
                                        Chief Financial Officer and Secretary

                                        /s/ Patrick J. Joyce
                                        Patrick J. Joyce, Principal Accounting
                                        Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 3 to Report on Form 10-K/A has been signed by the following
persons in the capacities and on the dates indicated:

Signatures                          Title                          Date

/s/ Bradley J. Carver      President, Treasurer and
Bradley J. Carver          a member of the Board
                           of Directors                     December 18, 2002

/s/ John W. Burns          SVP, CFO, Secretary              December 18, 2002
John W. Burns              and Director

/s/ Patrick J. Joyce       Principal Accounting Officer     December 18, 2002
Patrick J. Joyce

/s/ David W. Dube
David W. Dube              Director                         December 18, 2002

/s/ Theodore J. Host
Theodore J. Host           Director                         December 18, 2002

/s/ Michael E. Hanson
Michael E. Hanson          Director                         December 18, 2002

/s/ Brian G. R. Hughes
Brian G. R. Hughes         Chairman of the
                           Board of Directors               December 18, 2002

                                                                              16

<PAGE>

                                  CERTIFICATION

I, Bradley J. Carver, certify that:


     1. I have reviewed this annual report on Form 10-K/A of GlycoGenesys, Inc.

     2. Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report.

     3. Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

            Date:  December 18, 2002


                                 By: /s/ Bradley J. Carver
                                     ----------------------------------------
                                 Name:  Bradley J. Carver
                                 Title: Chief Executive Officer and President



                                                                              17

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                                  CERTIFICATION

I, John W. Burns, certify that:


     4. I have reviewed this annual report on Form 10-K/A of GlycoGenesys, Inc.

     5. Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report.

     6. Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

            Date:  December 18, 2002


                        By: /s/ John W. Burns
                            ----------------------------------------------------
                        Name: John W. Burns
                        Title: Senior Vice President and Chief Financial Officer



                                                                              18

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