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SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2004.



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     to
|- | -----------------------------------------------------------------------------------------------



Commission file number 0-26476



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GLYCOGENESYS, INC.

(Exact name of Registrant as specified in its charter.)



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



Park Square Building

31 St. James Avenue, 8th Floor

Boston, Massachusetts 02116

(Address of principal executive offices, including zip code.)



(617) 422-0674

Registrants telephone number, including area code.



---



Indicate by check mark
whether the Registrant (1) has filed all reports required to be filed by the Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant 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 checkmark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



The number of shares outstanding of the Registrants common stock, $.01 par value per share, at May 14, 2004 was 50,754,577 shares.



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##### Table of Contents

GLYCOGENESYS, INC.



INDEX



|           |  |                       |  |                                                                                          |  |      
|---------- |  | --------------------- |  | ---------------------------------------------------------------------------------------- |  | -----
|           |  |                       |  |                                                                                          |  | Page 
|Part I.    |  | Financial Information |  |                                                                                         
|           |  | Item 1.               |  | Financial Statements (Unaudited)                                                         |  |      
|           |  |                       |  | Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003                   |  | 3-4  
|           |  |                       |  | Consolidated Statements of Operations for the Three Months Ended March 31, 2004 and 2003 |  | 5    
|           |  |                       |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003 |  | 6    
|           |  |                       |  | Notes to Unaudited Consolidated Financial Statements                                     |  | 7-10 
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations    |  | 11-12
|           |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                               |  | 12-18
|           |  | Item 4.               |  | Disclosure Controls and Procedures                                                       |  | 18   
|Part II.   |  | Other Information     |  |                                                                                         
|           |  | Item 1.               |  | Legal Proceedings                                                                        |  | 19   
|           |  | Item 2.               |  | Changes in Securities and Use of Proceeds                                                |  | 19   
|           |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                         |  | 19   
|Signatures |  | 20                   



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##### Table of Contents

PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)



GLYCOGENESYS, INC.

CONSOLIDATED BALANCE SHEETS



ASSETS



(Unaudited)



|                                          |  |               |           |   |                  |   |           |  
|----------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                          |  | March 31,2004 |           |   | December 31,2003 |  
|Current assets:                           |  |               |           |   |                  |   |           |  
|Cash and cash equivalents                 |  | $             | 5,078,535 |   |                  | $ | 3,193,575 |  
|Prepaid expenses and other current assets |  |               | 253,267   |   |                  |   | 301,657   |  
|                                          |  |               |           |   |                  |   |           |  
|Total current assets                      |  |               | 5,331,802 |   |                  |   | 3,495,232 |  
|                                          |  |               |           |   |                  |   |           |  
|Property and equipment, at cost:          |  |               |           |   |                  |   |           |  
|Computer, office and laboratory equipment |  |               | 796,573   |   |                  |   | 683,975   |  
|Furniture and fixtures                    |  |               | 294,291   |   |                  |   | 294,291   |  
|Motor vehicles                            |  |               |          |   |                  |   | 25,026    |  
|                                          |  |               |           |   |                  |   |           |  
|                                          |  |               | 1,090,864 |   |                  |   | 1,003,292 |  
|Less accumulated depreciation             |  |               | (698,220  | ) |                  |   | (693,569  | )
|                                          |  |               |           |   |                  |   |           |  
|                                          |  |               | 392,644   |   |                  |   | 309,723   |  
|                                          |  |               |           |   |                  |   |           |  
|Other assets:                             |  |               |           |   |                  |   |           |  
|Restricted cash                           |  |               | 148,128   |   |                  |   | 148,128   |  
|Other                                     |  |               | 11,670    |   |                  |   | 11,670    |  
|                                          |  |               |           |   |                  |   |           |  
|Total other assets                        |  |               | 159,798   |   |                  |   | 159,798   |  
|                                          |  |               |           |   |                  |   |           |  
|Total assets                              |  | $             | 5,884,244 |   |                  | $ | 3,964,753 |  
|                                          |  |               |           |   |                  |   |           |  



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



3



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##### Table of Contents

GLYCOGENESYS, INC.

CONSOLIDATED BALANCE SHEETS



LIABILITIES AND STOCKHOLDERS EQUITY



(Unaudited)



|                                                                                                                                         |  |                |             |   |                  |   |             |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                         |  | March 31, 2004 |             |   | December 31,2003 |  
|Current liabilities:                                                                                                                     |  |                |             |   |                  |   |             |  
|Accounts payable                                                                                                                         |  | $              | 962,790     |   |                  | $ | 813,032     |  
|Accrued liabilities                                                                                                                      |  |                | 616,856     |   |                  |   | 493,717     |  
|Net liabilities of discontinued operations                                                                                               |  |                | 35,469      |   |                  |   | 57,698      |  
|                                                                                                                                         |  |                |             |   |                  |   |             |  
|Total current liabilities                                                                                                                |  |                | 1,615,115   |   |                  |   | 1,364,447   |  
|                                                                                                                                         |  |                |             |   |                  |   |             |  
|Commitments and contingencies                                                                                                            |  |                |             |   |                  |   |             |  
|Stockholders equity:                                                                                                                    |  |                |             |   |                  |   |             |  
|Preferred stock, $0.01 par value, liquidation value $21,585,867 and $21,472,096 as of March 31, 2004 and December 31, 2003,
respectively |  |                | 108         |   |                  |   | 108         |  
|Common stock, $0.01 par value                                                                                                            |  |                |             |   |                  |   |             |  
|Authorized200,000,000 shares at March 31, 2004 and December 31, 2003                                                                    |  |                |             |   |                  |   |             |  
|Issued and outstanding49,637,497 and 46,032,096 shares at March 31, 2004 and December 31, 2003, respectively                            |  |                | 496,375     |   |                  |   | 460,321     |  
|Additional paid-in capital                                                                                                               |  |                | 93,533,830  |   |                  |   | 89,254,349  |  
|Deferred compensation                                                                                                                    |  |                | (10,269     | ) |                  |   | (14,513     | )
|Note receivable from former officer                                                                                                      |  |                | (2,675,000  | ) |                  |   | (2,675,000  | )
|Accumulated deficit                                                                                                                      |  |                | (87,075,915 | ) |                  |   | (84,424,959 | )
|                                                                                                                                         |  |                |             |   |                  |   |             |  
|Total stockholders equity                                                                                                               |  |                | 4,269,129   |   |                  |   | 2,600,306   |  
|                                                                                                                                         |  |                |             |   |                  |   |             |  
|Total liabilities and stockholders equity                                                                                               |  | $              | 5,884,244   |   |                  | $ | 3,964,753   |  
|                                                                                                                                         |  |                |             |   |                  |   |             |  



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



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##### Table of Contents

GLYCOGENESYS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



(Unaudited)



|                                                     |  |                              |            |   |      |   |            |  
|---------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                     |  | Three Months Ended March 31, |           
|                                                     |  | 2004                         |            |   | 2003 |  
|Operating expenses:                                  |  |                              |            |   |      |   |            |  
|Research and development                             |  | $                            | 1,379,476  |   |      | $ | 841,427    |  
|General and administrative                           |  |                              | 1,281,851  |   |      |   | 976,842    |  
|                                                     |  |                              |            |   |      |   |            |  
|Total operating expenses                             |  |                              | 2,661,327  |   |      |   | 1,818,269  |  
|                                                     |  |                              |            |   |      |   |            |  
|Operating loss                                       |  |                              | (2,661,327 | ) |      |   | (1,818,269 | )
|                                                     |  |                              |            |   |      |   |            |  
|Other income:                                        |  |                              |            |   |      |   |            |  
|Interest income                                      |  |                              | 7,476      |   |      |   | 9,317      |  
|Other income                                         |  |                              | 2,895      |   |      |   | 1,338      |  
|                                                     |  |                              |            |   |      |   |            |  
|Total other income                                   |  |                              | 10,371     |   |      |   | 10,655     |  
|                                                     |  |                              |            |   |      |   |            |  
|Net loss                                             |  |                              | (2,650,956 | ) |      |   | (1,807,614 | )
|Accretion of preferred stock dividends               |  |                              | (113,771   | ) |      |   | (102,289   | )
|                                                     |  |                              |            |   |      |   |            |  
|Net loss applicable to common stock                  |  | $                            | (2,764,727 | ) |      | $ | (1,909,903 | )
|                                                     |  |                              |            |   |      |   |            |  
|Basic and diluted net loss per common stock          |  | $                            | (0.06      | ) |      | $ | (0.05      | )
|                                                     |  |                              |            |   |      |   |            |  
|Weighted average number of common shares outstanding |  |                              | 49,637,314 |   |      |   | 37,273,457 |  
|                                                     |  |                              |            |   |      |   |            |  



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



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##### Table of Contents

GLYCOGENESYS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



(Unaudited)



|                                                                                             |  |                             |            |   |      |   |            |  
|-------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                             |  | Three Months EndedMarch 31, |           
|                                                                                             |  | 2004                        |            |   | 2003 |  
|Cash flows from operating activities:                                                        |  |                             |            |   |      |   |            |  
|Net loss                                                                                     |  | $                           | (2,650,956 | ) |      | $ | (1,807,614 | )
|Adjustments to reconcile net loss to net cash used in operating and discontinued activities: |  |                             |            |   |      |   |            |  
|Amortization of stock options                                                                |  |                             | 4,244      |   |      |   |           |  
|Depreciation and amortization                                                                |  |                             | 29,677     |   |      |   | 36,516     |  
|Changes in assets and liabilities:                                                           |  |                             |            |   |      |   |            |  
|Prepaid expenses and other current assets                                                    |  |                             | 48,390     |   |      |   | 14,370     |  
|Accounts payable                                                                             |  |                             | 149,758    |   |      |   | 124,434    |  
|Accrued liabilities                                                                          |  |                             | 123,139    |   |      |   | 10,313     |  
|Net liabilities of discontinued operations                                                   |  |                             | (22,229    | ) |      |   | (22,229    | )
|                                                                                             |  |                             |            |   |      |   |            |  
|Net cash used in operating and discontinued activities                                       |  |                             | (2,317,977 | ) |      |   | (1,644,210 | )
|                                                                                             |  |                             |            |   |      |   |            |  
|Cash flows from investing activities:                                                        |  |                             |            |   |      |   |            |  
|Purchase of property and equipment                                                           |  |                             | (112,598   | ) |      |   | (125,710   | )
|Other                                                                                        |  |                             |           |   |      |   | 175        |  
|                                                                                             |  |                             |            |   |      |   |            |  
|Net cash used in investing activities                                                        |  |                             | (112,598   | ) |      |   | (125,535   | )
|                                                                                             |  |                             |            |   |      |   |            |  
|Cash flows from financing activities:                                                        |  |                             |            |   |      |   |            |  
|Proceeds from sale of common stock, net of issuance costs                                    |  |                             | 4,309,195  |   |      |   |           |  
|Proceeds from exercise of warrants and stock options                                         |  |                             | 6,340      |   |      |   | 165        |  
|                                                                                             |  |                             |            |   |      |   |            |  
|Net cash provided by financing activities                                                    |  |                             | 4,315,535  |   |      |   | 165        |  
|                                                                                             |  |                             |            |   |      |   |            |  
|Net increase (decrease) in cash and cash equivalents                                         |  |                             | 1,884,960  |   |      |   | (1,769,580 | )
|Cash and cash equivalents, beginning balance                                                 |  |                             | 3,193,575  |   |      |   | 6,299,006  |  
|                                                                                             |  |                             |            |   |      |   |            |  
|Cash and cash equivalents, ending balance                                                    |  | $                           | 5,078,535  |   |      | $ | 4,529,426  |  
|                                                                                             |  |                             |            |   |      |   |            |  
|Supplemental disclosure of non-cash financing activities:                                    |  |                             |            |   |      |   |            |  
|Dividends accreted on Series B preferred stock                                               |  | $                           | 113,771    |   |      | $ | 102,289    |  
|                                                                                             |  |                             |            |   |      |   |            |  



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



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##### Table of Contents

GLYCOGENESYS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2004



| | (1) | Basis of Presentation
| | --- | ---------------------



The accompanying unaudited consolidated financial statements of GlycoGenesys, Inc. (together with its subsidiaries, the Company) have been prepared by the Company in accordance with accounting principles
generally accepted in the United States of America applicable to interim periods, and with the rules and regulations of the Securities and Exchange Commission. In the opinion of management, such financial statements reflect all adjustments,
consisting of only normal recurring adjustments, which are necessary for a fair presentation of the results of the interim periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of
results expected for the full year. These financial statements do not include disclosures associated with the annual financial statements and, accordingly, should be read in conjunction with the Managements Discussion and Analysis of Financial
Condition and Results of Operations and the financial statements and footnotes for the year ended December 31, 2003, included in the Companys Annual Report on Form 10-K.



The preparation of financial statements in conformity with generally accepted accounting principles 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 operating expenses during the period. Actual results
could differ from those estimates.



| | (2) | Operations
| | --- | ----------



As of March 31, 2004, the Company had an accumulated deficit of $87,075,915. Despite this accumulated deficit, the Company had a net working capital position (current assets less current liabilities) of $3,716,687 at
March 31, 2004. The Company believes that its existing funds will be sufficient to fund its operating expenses and capital requirements into the third quarter of 2004. The Company intends to raise additional capital through equity financings to
support its continued operations. Since inception, the Company has funded its operations primarily through the proceeds from the sale of equity securities. From the inception of the Company through March 31, 2004, the Company has been successful in
raising $71.7 million from the sales of equity securities.



The Companys
future is dependent upon its ability to obtain financing to fund its operations. As of May 14, 2004, the Company has not obtained commitments from any existing or potential investors to provide additional financing. The Company expects to incur
substantial additional operating costs, including costs related to ongoing research and development activities, preclinical studies and clinical trials. To the extent that the Company is unable to raise additional capital on a timely basis,
management plans to slow down research activity to conserve cash. In the event additional financing is not obtained, the Company may be required to significantly reduce or curtail operations.



In its Annual Report on Form 10-K for the year ended December 31, 2003, the Company reported
that there is substantial doubt that the Company will have the ability to continue as a going concern and, therefore, may be unable to realize its assets and discharge its liabilities in the normal course of business. The accompanying financial
statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.



Principal risks to the Company include the need to obtain adequate financing
to fund future operations, the successful development and marketing of pharmaceutical products, dependence on collaborative partners, United States Food and Drug Administration approval, dependence on key individuals and competition from substitute
products and larger companies.



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GLYCOGENESYS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2004



| | (3) | Net Loss Per Common Stock
| | --- | -------------------------



The Company applies Statement of Financial Accounting Standards Statement (SFAS) No. 128, Earnings per Share. Basic loss per share is computed using the weighted-average number of common shares
outstanding. The dilutive effect of the potential common shares consisting of outstanding stock options and warrants is determined using the treasury stock method in accordance with SFAS No. 128. Diluted weighted average shares outstanding for the
three month period ended March 31, 2004 and 2003 excluded the potential common shares from convertible preferred stock, warrants and stock options because to do so would be anti-dilutive. At March 31, 2004 and 2003, there were 14,925,616 and
11,205,524 warrants outstanding, respectively, and 1,818,900 and 1,711,115 stock options outstanding, respectively, which were omitted from the net loss per common stock calculations, and 11,171,970 and 10,916,033 shares, respectively, issuable upon
conversion of outstanding shares of preferred stock which were also appropriately omitted.



| | (4) | Equity
| | --- | ------



(a) Issuance of Common Stock



In the three
months ended March 31, 2004, the Company issued (i) 3,450,000 shares of common stock in connection with a private placement for gross consideration of $4,312,500, (ii) 154,301 shares of common stock in connection with the exercise of warrants for
consideration of $6,043 and (iii) 1,100 shares of common stock in connection with an option exercised for $297.



(b) Stock, Stock Options, and Warrants



The Company has authorized 5,000,000 shares of preferred stock, $0.01 par value. Such preferred stock consists of:



| | Series A convertible preferred stock, 7,500 shares authorized; 6,153.51 shares issued and outstanding as of March 31, 2004 and December 31, 2003 (liquidation value $14,953,041).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Series B convertible preferred stock, 6,000 authorized; 3,471.15 shares issued and outstanding as of March 31, 2004 and December 31, 2003 (liquidation value $6,632,827 and
$6,519,056, respectively).
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Series C convertible, preferred stock, 1,117 authorized; 1,116.79 shares issued and outstanding as of March 31, 2004 and December 31, 2003.
|- | -------------------------------------------------------------------------------------------------------------------------------------------



The Company has authorized 200,000,000 shares of common stock, $0.01 par value. At
March 31, 2004 and December 31, 2003, there were 49,637,497 and 46,032,096 shares issued and outstanding.



During the three months ended March 31, 2004 and 2003, the Company granted options to purchase 294,400 and 304,000 shares of common stock, respectively, at a weighted average exercise price of $1.35 and $0.27,
respectively, per share to employees and consultants. Options to purchase 1,100 shares of common stock were exercised during the three months ended March 31, 2004 at a weighted average price of $0.27 per share to employees. No options were exercised
during the three months ended March 31, 2003.



During the three months ended
March 31, 2004, the Company issued warrants to purchase 2,682,500 shares of common stock at a weighted average exercise price of $1.80. During the three months ended March 31, 2003 no warrants to purchase common stock were issued. During the three
months ended March 31, 2004 and 2003 warrants to purchase 154,301 and 16,500 shares were exercised at a weighted average price of $0.04 and $0.01 per share, respectively.



Total non-cash expense related to stock, stock option and warrant grants recorded in the accompanying consolidated statements of operations
for the three months ended March 31, 2004 amounted to $4,244. No such expense was charged to operations during the three months ended March 31, 2003.



(c) Stock-based compensation plans



The Company has stock-based employee compensation plans that are described more fully in Note 5 to the Companys consolidated financial statements included in the
Annual Report on Form 10-K for the year ended December 31, 2003. The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. No stock-based employee compensation cost is reflected in the Consolidated Statements of Operations, as all options granted under these plans had an exercise price equal to or greater than the market value of the underlying common
stock on the dates of grant. The following table illustrates the effect on net loss and net loss per common share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation
to stock-based employee compensation.



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GLYCOGENESYS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2004



Had the compensation cost for the plans been determined based on the fair value at the grant
dates for awards under the plans consistent with the method described in SFAS No. 123, the Companys net loss and basic and diluted net loss per common share on a pro forma basis would have been:



|                                                                                                        |  |                             |           |      |   |          
|------------------------------------------------------------------------------------------------------- |  | --------------------------- | --------- | ---- | - | ---------
|                                                                                                        |  | Three Months EndedMarch 31,
|                                                                                                        |  | 2004                        |           | 2003
|Net loss applicable to common stock, as reported                                                        |  | $                           | 2,764,727 |      | $ | 1,909,903
|Total stock-based employee compensation expense determined under fair value based method for all awards |  |                             | 188,096   |      |   | 135,909  
|                                                                                                        |  |                             |           |      |   |          
|Pro forma net loss applicable to common stock                                                           |  | $                           | 2,952,823 |      | $ | 2,045,812
|                                                                                                        |  |                             |           |      |   |          
|Basic and diluted net loss per common stock, as reported                                                |  | $                           | 0.06      |      | $ | 0.05     
|                                                                                                        |  |                             |           |      |   |          
|Pro forma basic and diluted net loss per common stock                                                   |  | $                           | 0.06      |      | $ | 0.05     
|                                                                                                        |  |                             |           |      |   |          



The preceding pro forma results were
calculated using the Black-Scholes option-pricing model. The following assumptions were used for options granted during the three months ended March 31, 2004 and 2003, respectively: (1) risk-free interest rates of 4.1% and 3.8%, respectively; (2)
dividend yields of 0.0% and 0.0%, respectively; (3) expected lives of 10 and 10 years, respectively; and (4) volatility of 84% and 156%, respectively. The weighted average fair value of options granted during the three months ended March 31, 2004
and 2003 was $1.35 and $0.27, respectively. Results may vary depending on the assumptions applied within the model.



Stock or other equity-based compensation for non-employees is accounted for under the fair value-based method as required by SFAS No. 123 and Emerging Issues Task Force
(EITF) Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services and other related interpretations. Under this method, the
equity-based instrument is valued at either the fair value of the consideration received or the equity instrument issued on the date of grant. The resulting compensation cost is recognized and charged to operations over the service period, which is
usually the vesting period.



| | (5) | Legal Proceedings
| | --- | -----------------



Platt LicenseOn January 13, 2004, the Company notified David Platt of its intention to seek arbitration regarding his alleged breaches of the
Companys license agreement with him dated January 7, 1994, as amended (the License Agreement). In particular, the Company sought to enforce its rights under the License Agreement to control the prosecution of the patent
applications subject to the License Agreement. On February 18, 2004, the Company received a letter from David Platt alleging breaches of its obligations under the License Agreement, specifically failure to: (i) take necessary steps to perfect U.S.
Patent Application Serial No. 08/024,487 (the 487 Application), (ii) use its best efforts to commercialize the 487 Application and (iii) provide royalty reports. The letter further notified the Company of his intention to
terminate the License Agreement if such alleged breaches are not cured within 60 days from the date of the letter.



On February 23, 2004, the Company provided the royalty reports requested by the February 18th letter, which showed no royalties due for any of the periods
covered. The Company believes the other breaches alleged by David Platt are wholly without merit.



On February 23, 2004, the Company formally initiated arbitration to enforce its rights under the License Agreement to control the prosecution of the
licensed patent applications. Platt answered on March 17, 2004, in connection with the arbitration, with counterclaims, including a claim seeking termination of the License Agreement.



On March 15, 2004, the Company filed for a court order requiring Platt to return control of the licensed applications,
pursuant to the License Agreement, to the Company to permit the Company to respond to office actions issued by the U.S. Patent and Trademark Office. Platt responded with a counterclaim to terminate the License Agreement. On March 29, 2004, a court
order was issued requiring Platt, until such time as an arbitrator is appointed, to advise the Company in writing of any significant action he plans to take with respect to the licensed applications, and give the Company 48 hours to respond in
writing to his intended actions. In the event that the Company opposes the proposed action, it has the right to seek review of the action by the court prior to any action by Platt. Similarly, the court granted the Company the right to recommend to
Platt that he take certain actions and he is required to respond to the Companys requests within 48 hours. In the event he refuses to take the proposed action, the Company has the right to seek review by the court.



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GLYCOGENESYS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2004



On April 26, 2004, the arbitrator in this matter ordered an expedited
schedule for the arbitration in order to make a final ruling rather than issuing injunctive relief requested by the Company requiring David Platt to return control of the licensed applications to the Company on an interim basis.



Platt LitigationOn January 29, 2004, David Platt commenced suit
against the Company and certain current and former directors of the Company in the Massachusetts Superior Court, Suffolk County. In his Complaint, Platt seeks damages for alleged breach of his severance agreement with the Company, including the
failure to pay approximately $180,000 in monthly severance benefits and alleged breaches in connection with maintenance by the Company of certain restrictions on Platts sale of stock. The Complaint further asserts claims against certain
current and former directors of the Company for alleged breaches of fiduciary duty in failing to assist in the removal of restrictive legends on David Platts shares. Platt also purports to state claims for double or treble damages, as well as
attorney fees, under General Laws Chapter 93A, Section 11, the Massachusetts Unfair Trade Practice Act. The case has been assigned under case number 04-0398 and will be heard in the Business Litigation Session of the Suffolk County Superior Court.
The Company believes these claims are without merit.



On
February 23 2004, the Company filed its answer and counterclaimed against David Platt for breach of his severance agreement, against Pro-Pharmaceuticals, Inc. for tortious interference with the severance agreement, and against Platt and
Pro-Pharmaceuticals, Inc. for misappropriation of proprietary rights and for unfair and deceptive acts. The Company seeks monetary damages and injunctive relief to prevent David Platt and Pro-Pharmaceuticals from engaging in certain competitive
activities relating to the use of polysaccharides to treat cancer and further seeks the assignment by David Platt and Pro-Pharmaceuticals of certain intellectual property, including Davanat®, to the Company. Under the counterclaim for unfair and deceptive acts, the Company is
seeking treble damages as well as attorneys fees.



While the
Company believes that the ultimate outcome of any of these proceedings will not have a material adverse effect on our financial position, results of operations, or cash flows, legal proceedings are subject to inherent uncertainty. An adverse
resolution of one or more of the above proceedings could have a material impact on our financial position, results of operations or cash flows. Legal proceedings consume both cash and management attention.



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|ITEM  2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|-------- | -------------------------------------------------------------------------------------



The following discussion should be read in conjunction with the consolidated financial statements and the notes thereto.



The following 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. 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, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. The Companys actual results may differ materially from the results anticipated in the forward-looking statements. See Quantitative and Qualitative Disclosures about Market
RiskCertain Factors that May Affect Future Results included herein for a discussion of factors that could contribute to such material differences. 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. The Company disclaims any obligation to update or revise
the information provided in this report to reflect future events.



Overview



GlycoGenesys, Inc. (together with its
subsidiaries, as the context requires, the Company) is a biotechnology company developing novel drug candidates primarily based on carbohydrate compounds and related technologies. The Companys lead drug candidate GCS-100®, a potential treatment for multiple forms of solid
tumors and bloodborne cancers, completed a Phase II(a) clinical trial for pancreatic cancer the results of which were announced in October 2002 and completed a Phase II(a) clinical trial for colorectal cancer the results of which were announced in
March 2001. We announced the results of a Phase I dose escalation trial in October 2003, dosing in patients at levels up to 80 mg/m2. In April 2004, the Company initiated a Phase I dose escalation trial dosing patients with the new low ethanol
formulation of GCS-100.



The Companys near-term objectives are to
continue to proceed through the various phases of United States Food and Drug Administration (FDA) clinical trials for GCS-100 and to secure the necessary financial resources to conduct such trials, either through repartnering with a
large biotechnology or pharmaceutical company or raising funds in the capital market or a combination of both. In March 2004, we opened a laboratory in Cambridge, Massachusetts. In addition, the Company plans to sell or dispose of its two
agriculutral products (Elexa, a registered trademark of the Company and Bb447). We have entered into an agreement with a third party to purchase the Elexa product line on certain agreed terms, subject to customary conditions. We do not expect to
receive material upfront payments for the sale of our agricultural products.



The Companys business was founded in 1992 as IGG International, Inc. to pursue carbohydrate-based pharmaceutical research for cancer therapeutics. In 1995, the Company merged with Alvarada Inc., a publicly-traded corporation having no
active operations. In 1998 the Company changed its name to SafeScience, Inc. and in October 2001 the Company changed its name to GlycoGenesys, Inc. The Companys principal executive offices are located at 31 St. James Avenue, 8th Floor, Boston,
MA 02116 and the telephone number is (617) 422-0674. The Companys home page is located on the worldwide web at http://www.glycogenesys.com.



GlycoGenesys has three wholly-owned subsidiaries, International Gene Group, Inc. (IGG), and SafeScience Products, Inc. (SafeScience Products) and
SafeScience Newco, Ltd. (SafeScience Newco). These subsidiaries are currently non-operating subsidiaries.



GlycoGenesys develops human therapeutics, primarily GCS-100, which it exclusively licenses from Dr. David Platt and Wayne State University and the Barbara Ann Karmanos
Cancer Institute. Historically, SafeScience Products, Inc. developed agriculture products and developed, marketed, and distributed chemically-safe consumer and commercial products.



Critical Accounting Policies



Our significant accounting policies are described in the Notes to the Consolidated Financial Statements included in our Annual Report on
Form 10-K for the year ended December 31, 2003. The accounting policies used in preparing our interim consolidated financial statements for the three months ended March 31, 2004 are the same as those described in our Annual Report on Form 10-K.



The Companys critical accounting policies are those that are important
to the portrayal of the Companys financial condition and operating results and require managements most difficult subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are
inherently uncertain. The Company believes that its most critical accounting policy relates to the accounting for its accrued liabilities, specifically clinical research organization costs. While the Company bases its judgments and estimates on
historical experience and other assumptions that management believes are appropriate and reasonable under current circumstances, actual results may differ from those estimates.



Accrued liabilities, specifically clinical research organization costsThe preparation of financial statements requires
management to make estimates and assumptions that affect the reported amount of assets and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reported period.
Specifically, management must make estimates of costs incurred to date but not yet invoiced in relation to external clinical research organization, or CRO, costs. Management analyzes the progress of clinical trials, invoices received and budgeted
costs when evaluating the adequacy of the accrued liability. Significant management judgments and estimates must be made and used in connection with the accrued balance in any accounting period. Material differences may result in the amount and
timing of the accrued balance for any period if management made different judgments or utilized different estimates.



Results of Operations: Three months ended March 31, 2004 versus March 31, 2003



We had a net loss before preferred stock dividends of $2,650,956 for the three months ended
March 31, 2004 versus $1,807,614 for the three months ended March 31, 2003.



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Research and Development ExpensesDeveloping carbohydrate-based therapeutic compounds is our primary business
focus and to a lesser extent, we have developed nontoxic agricultural products. Both areas are in the research and development phase and explanations of the changes in both areas from quarter-to-quarter are described in this section.



Our research and development expenses for the three months ended March 31, 2004 and 2003 were
reported in the following financial statement captions:



|                                      |  |                             |           |      |   |        
|------------------------------------- |  | --------------------------- | --------- | ---- | - | -------
|                                      |  | Three Months EndedMarch 31,
|                                      |  | 2004                        |           | 2003
|GCS-100R&D                           |  |                             | 1,363,910 |      |   | 771,984
|                                      |  |                             |           |      |   |        
|Other ProductsR&D                    |  |                             | 15,566    |      |   | 69,443 
|                                      |  |                             |           |      |   |        
|Total Research & Development expenses |  | $                           | 1,379,476 |      | $ | 841,427
|                                      |  |                             |           |      |   |        



Total research and development
expenses of $1,379,476 for the three months ended March 31, 2004 increased $538,049, or 64%, from $841,427 of expenses for the three months ended March 31, 2003.



Total GCS-100 development expenses of $1,363,910 for the three months ended March 31, 2004 represents an increase of $591,926 or 77%, from
the $771,984 of expenses for the three months ended March 31, 2003. This increase is primarily due to increased (i) production expenses of $492,000 for GCS-100, (ii) $128,000 of consulting expenses, (iii) laboratory expenses of $69,000 and (iv)
$27,000 in increased licensing fees. These increases were partially offset by decreases of (i) $113,000 in clinical research organization expenses, (ii) pre-clinical expenses of $33,000 and (iii) analytical method expenses of $14,000.



Research and development expenses for Elexa-4 and Bb-447, our agricultural compounds, which
consisted primarily of wages, consulting, registration and license fees, decreased $53,887, or 78%, to $15,566 for the three months ended March 31, 2004 from $69,443 for the three months ended March 31, 2003. The decrease reflects the Companys
de-emphasis of its agricultural products.



We may seek to expand our drug
compound pipeline under development. Any new product candidates will either be developed internally or licensed by us. The cost related to the development of new product candidates is projected to be in the range of $100,000-$250,000 during the next
twelve months, but could vary significantly based on the actual product candidates.



General and administrative expenses increased to $1,281,851 for the three months ended March 31, 2004 from $976,842 for the three months ended March 31, 2003, an increase of $305,009, or 31%. This increase is primarily attributable to
increased (i) professional fees of $165,000 due to legal fees associated with litigation, (ii) consulting expenses of $100,000, (iii) insurance costs of $20,000, and (iv) rent expenses of $10,000.



Interest income decreased to $7,476 for the three months ended March 31, 2004 from $9,317 for
the three months ended March 31, 2003, a decrease of $1,841, or 20%. This decrease is attributable to a reduction in cash available for investment and lower rates of return on those investments.



Liquidity and Capital Resources



For the three months ended March 31, 2004, our operations utilized cash of $2,317,977
primarily to fund our operating loss, partially offset by an increase in accounts payable. We also invested $112,598 in purchases of property and equipment. We intend to raise additional funds through sales of our securities and possibly through
partnering arrangements with pharmaceutical or mature biotechnology companies.



As of March 31, 2004, our accumulated deficit was $87,075,915 and as of May 14, 2004, our cash balances were $3,734,697.



We believe that our existing funds will be sufficient to fund our operating expenses and
capital requirements into the third quarter of 2004 consistent with prioritizing R&D expenditures. Since inception, we have funded our operations primarily through the proceeds from the sale of equity securities; however, there can be no
assurance that additional equity financing will be available.



Our future is
dependent upon our ability to obtain financing to fund our operations. As of May 14, 2004, we have not obtained commitments from any existing or potential investors to provide additional financing. We expect to incur substantial additional operating
costs, including costs related to ongoing research and development activities, preclinical studies and clinical trials. To the extent that we are unable to raise additional capital on a timely basis, management plans to prioritize research
activities to conserve cash. In the event additional financing is not obtained, we may be required to significantly reduce or curtail operations.



|ITEM  3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------



Market Risk



The Company is exposed to market risk related to changes in interest rates as well as changes in currency exchange rates as measured against the U.S.
dollar and each other which could positively or negatively affect results of operations and retained earnings. As of March 31, 2004,



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the Company has evaluated its risk and determined that any exposure to currency exchange is not significant to the
Companys overall consolidated financial results. There can be no assurance that the Companys exposure will remain at these levels, especially in the event of significant and sudden fluctuations in the value of local currencies. The
Company does not use derivative financial instruments for speculative or trading purposes.



Interest Rate Sensitivity



The Company maintains short-term investments in an overnight money market account comprised of U.S. treasury bills. If market interest rates were to
increase immediately and uniformly by 10% from levels that existed at March 31, 2004, the fair value of the portfolio would change by an immaterial amount.



Certain Factors That May Affect Future Results



You should carefully consider the risks described below before making an investment decision. If any of the following risks actually occur, our business, financial
condition or results of operations could be materially and adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.



WE HAVE EXPERIENCED SIGNIFICANT LOSSES THROUGHOUT OUR HISTORY, WE EXPECT THESE LOSSES TO
CONTINUE AND WE MAY NOT ACHIEVE PROFITABILITY IN THE FUTURE.



We began operations in 1993 and have not generated revenue from human therapeutic products. We do not expect to generate product revenue for several years, if at all. We will not generate significant funds unless we receive payments in
connection with any potential licensing, marketing or other partnering arrangement with other pharmaceutical or biotechnology companies, or we bring pharmaceutical products to market. Excluding dividends accreted to preferred stock, we have incurred
approximately $87.1 million of losses since our inception, including approximately $7.6 million for the year ended December 31, 2003 and $2.7 million in the first quarter of 2004. Extensive losses can be expected to continue for the foreseeable
future.



We also expect to continue to incur significant
operating expenses and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future as we:



| |  | conduct clinical trials;
| | - | ------------------------



| |  | conduct research and development on existing and new product candidates;
| | - | ------------------------------------------------------------------------



| |  | make milestone and royalty payments;
| | - | ------------------------------------



| |  | seek regulatory approvals for our product candidates;
| | - | -----------------------------------------------------



| |  | commercialize our product candidates, if approved;
| | - | --------------------------------------------------



| |  | prosecute and maintain existing and future patent applications and patents;
| | - | ---------------------------------------------------------------------------



| |  | hire additional clinical, scientific and management personnel;
| | - | --------------------------------------------------------------



| |  | add operational, financial and management information systems and personnel; and
| | - | --------------------------------------------------------------------------------



| |  | identify and potentially in-license additional compounds or product candidates.
| | - | -------------------------------------------------------------------------------



WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FUNDING, WHICH COULD REDUCE OUR ABILITY TO FUND, EXPAND OR CONTINUE OPERATIONS.



We believe that our existing funds will be sufficient to fund our operating
expenses and capital requirements into the third quarter of 2004, allowing us to conduct the Phase I dose escalation monotherapy trial, with a low ethanol formulation of GCS-100. We intend to raise additional capital through the sale of equity
securities to support our additional planned Phase I dose escalation trials and continued operations. To the extent we are unable to raise sufficient funding for the additional Phase I dose escalation trials in the capital markets, we will need to
accelerate our efforts to repartner with a large biotechnology or pharmaceutical company and/or curtail our development efforts.



Our future is dependent on our ability to obtain additional financing to fund our operations. We expect to incur substantial additional operating costs,
including costs related to ongoing research and development activities, manufacturing, preclinical studies and clinical trials. Additional equity financing may result in dilution to our stockholders. At our current stock price or if the market price
of our common stock declines, some potential investors may either refuse to offer us any financing or will offer financing at unacceptable rates or on unfavorable terms. If we are unable to obtain financing necessary to fund our operations, we may
have to sell or liquidate GlycoGenesys or significantly reduce, curtail or cease our operations.



WE HAVE RECEIVED A GOING CONCERN OPINION FROM OUR INDEPENDENT AUDITORS.



Our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003 have
been prepared on the assumption that we will continue as a going concern. Deloitte & Touche LLP issued a report dated March 26, 2004 that includes an explanatory paragraph stating that our recurring losses from operations, accumulated deficit of
$84.4 million as of December 31, 2003, and our expectation that we will incur substantial additional operating costs, including costs related to ongoing research and development activities, preclinical studies and clinical trials, among other
things, raise substantial doubt about our ability to continue as a going concern.



OUR FUTURE PROSPECTS ARE HEAVILY DEPENDENT ON THE RESULTS OF GCS-100.



While we seek to increase our portfolio of potential products, currently we are not developing a wide array of products. Nearly all of our attention and resources are directed to the development of GCS-100. If GCS-100
is ultimately ineffective in treating cancer, does not receive the necessary regulatory approvals or does not obtain commercial acceptance, we will be materially harmed.



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WE ARE DEPENDENT ON THE SUCCESSFUL OUTCOME OF CLINICAL TRIALS FOR GCS-100.



GCS-100 is not currently approved for sale by the FDA or by any other
regulatory agency in the world, and GCS-100 may never receive approval for sale or become commercially viable. Before obtaining regulatory approval for sale, GCS-100 or another product candidate will be subjected to extensive preclinical and
clinical testing to demonstrate safety and efficacy for a particular indication for humans in addition to meeting other regulatory standards. Our success will depend on the successful outcome of our clinical trials with GCS-100.



There are a number of difficulties and risks associated with clinical trials.
The possibility exists that:



| |  | we may discover that GCS-100 or another product candidate may cause, alone or in combination with another therapy, harmful side effects;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| |  | we may discover that GCS-100 or another product candidate, alone or in combination with another therapy, does not exhibit the expected therapeutic results in humans;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | results from early trials may not be statistically significant or predictive of results that will be obtained from large-scale, advanced clinical trials;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | we, the FDA or an institutional review board may suspend the clinical trials of GCS-100 or another product candidate;
| | - | ---------------------------------------------------------------------------------------------------------------------



| |  | patient recruitment may be slower than expected;
| | - | ------------------------------------------------



| |  | patients may drop out of our clinical trials; and
| | - | -------------------------------------------------



| |  | we may be unable to timely produce sufficient supplies of GCS-100 or another product candidate for clinical trials.
| | - | -------------------------------------------------------------------------------------------------------------------



Given the uncertainty surrounding the regulatory and clinical trial process,
we may not be able to develop safety, efficacy or manufacturing data necessary for approval of GCS-100 or another product candidate. In addition, even if we receive approval, such approval may be limited in scope and hurt the commercial viability of
such product. If we are unable to successfully obtain approval of and commercialize any product candidate, this would materially harm our business, impair our ability to generate revenues and adversely impact our stock price.



OUR ABILITY TO DEVELOP GCS-100 MAY BE HARMED IF WE ARE UNABLE TO FIND A NEW DEVELOPMENT
PARTNER.



On December 18, 2002, we and Elan International
Services, Ltd. (EIS) mutually terminated our joint venture and we acquired all of the outstanding capital stock of SafeScience Newco. SafeScience Newco received a total of approximately $7.3 million of research funds over the course of
our joint venture with EIS for the development of GCS-100. We must either fund the development of GCS-100 ourselves or with a new development partner. If we are unable to find a development partner, our ability to develop and commercialize GCS-100,
and our prospects as a whole, could be materially harmed.



OUR FAILURE TO
PROTECT OUR INTELLECTUAL PROPERTY OR OUR INFRINGEMENT ON THE PROPERTY RIGHTS OF OTHERS MAY IMPEDE OUR ABILITY TO OPERATE FREELY.



We rely significantly upon proprietary technology and protect our intellectual property through patents, copyrights, trademarks and contractual agreements
as appropriate. We own or exclusively license 13 issued U.S. patents having expiration dates ranging from 2013 to 2022. Five of these 13 issued patents relate to GCS-100. We own or exclusively license seven foreign patents having expiration dates
ranging from 2015 to 2017. Three of these seven foreign patents relate to GCS-100. We own or exclusively license 12 pending U.S. patent applications, of which 11 relate to GCS-100 and 51 pending foreign patent applications, of which 38 relate to
GCS-100. As we develop GCS-100, we may discover more about its characteristics and manufacturing which will require additional patent prosecution. Thus, we continually evaluate our technology to determine whether to make further patent
filings.



To the extent aspects of our technology may be
unpatentable, we may determine to maintain such technology as trade secrets or we may protect such unpatented technology by contractual agreements. Our unpatented technology or similar technology could be independently developed by others. In
addition, the contractual agreements by which we protect our unpatented technology and trade secrets may be breached. If technology similar to ours is independently developed or our contractual agreements are breached, our technology will be less
valuable and our business will be harmed.



There is always a
risk that issued patents may be subsequently invalidated, either in whole or in part, and this could diminish or extinguish our patent protection for key elements of our technology. We are not involved in any such litigation or proceedings, nor are
we aware of any basis for such litigation or proceedings. We cannot be certain as to the scope of patent protection, if any, which may be granted on our patent applications.



The patents we exclusively license from Wayne State University and the Barbara Ann Karmanos Cancer Institute and the patent
applications we exclusively license from David Platt could become subject to a proceeding at the U.S. Patent and Trademark Office to determine priority between them.



Our potential products or business activities could be determined to infringe intellectual rights of third parties despite
our issued patents. Any claims against us or any purchaser or user of our potential products, including GCS-100, asserting that such product or process infringes intellectual property rights of third parties, if determined adversely to us, could
have a material effect on our business, financial condition or future operations. Any asserted claims of infringement, with or without merit, could be time consuming, result in costly litigation, divert the efforts of our technical and management
personnel, or require us to enter into royalty or licensing agreements, any of which could materially adversely affect our operating results. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us, if at
all. In the event a claim is successful against us and we cannot obtain a license to the relevant technology on acceptable terms, license a substitute technology or redesign our products to avoid infringement, our business, financial condition and
operating results would be materially adversely affected.



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WE DEPEND ON TECHNOLOGY LICENSED TO US BY THIRD PARTIES AND IF WE ARE UNABLE TO CONTINUE LICENSING THIS TECHNOLOGY OUR
FUTURE PROSPECTS MAY BE MATERIALLY ADVERSELY AFFECTED.



We
license technology, including technology related to GCS-100, from third parties. We anticipate that we will continue to license technology from third parties in the future. To maintain our license with David Platt we must pay an annual license fee
equal to the greater of $50,000 or 2% of product sales. To maintain our license with Wayne State University and the Barbara Ann Karmanos Cancer Institute we must, among other things, pay Wayne State University and the Barbara Ann Karmanos Cancer
Institute up to $3 million in milestone payments, $10,000 per month until FDA approval (which payments are offset against future royalties), 2% royalties on product sales and receive FDA or equivalent agency approval to sell GCS-100 by January 1,
2008.



In February 2004, we received a letter from David Platt
alleging breach of our license with him and providing 60 days to cure such alleged breaches. This matter is currently in arbitration. We believe the breaches alleged by David Platt are without merit or have been cured; however, if David Platt were
to succeed in terminating this agreement, we would be materially adversely affected. See Legal Proceedings-Platt License for more information.



The technology we license from third parties would be difficult to replace. The loss of any of these technology licenses
would result in delays in the development of our products until equivalent technology, if available, is identified, licensed and integrated and could materially adversely affect our future prospects. The use of replacement technology from other
third parties would require us to enter into license agreements with these third parties, which could result in higher royalty payments and a loss of product differentiation, or alternatively may not be available.



WE EXPECT TO REMAIN DEPENDENT ON THIRD PARTIES FOR RESEARCH AND DEVELOPMENT ACTIVITIES
NECESSARY TO COMMERCIALIZE OUR PRODUCTS.



In addition, we
utilize the services of several scientific and technical consultants to oversee various aspects of our protocol design, clinical trial oversight and other research and development functions. However, we contract out most of our research and
development operations for GCS-100, utilizing third-party contract manufacturers such as Hollister-Stier Laboratories LLC and Sigma-Aldrich, Inc. to manufacture GCS-100, Incell Corporation, LLC, Pharm-Eco and PPD Development, LP for assay and other
development work and third-party contract research organizations, such as Glenmere Clinical Research to perform pre-clinical and/or clinical studies in accordance with our designed protocols, as well as conducting research at medical and academic
centers, such as the University of Arizona, St. Bartholomews and the Royal London School of Medicine, Northeastern University, and the Dana Farber Cancer Institute.



Because we rely on third parties for much of our research and development work, we have less direct control over our
research and development. We face risks that these third parties may not be appropriately responsive to our timeframes and development needs and could devote resources to other customers. In addition, certain of these third parties may have to
comply with FDA regulations or other regulatory requirements in the conduct of this research and development work, which they may fail to do.



IF THE THIRD PARTIES WE RELY ON FOR MANUFACTURING ARE UNABLE TO PRODUCE THE NECESSARY AMOUNTS OF GCS-100, DO NOT MEET OUR QUALITY NEEDS OR TERMINATE THEIR RELATIONSHIPS
WITH US, OUR BUSINESS WILL SUFFER.



We do not presently have
our own manufacturing operations, nor do we intend to establish any unless and until, in the opinion of management, the size and scope of our business so warrants. While we have established a manufacturing relationship with Hollister-Stier
Laboratories LLC and Sigma-Aldrich, Inc. to provide us with GCS-100 that we believe will provide the capability to meet our anticipated requirements for the foreseeable future, we have not entered into any long-term arrangements for manufacturing
and such arrangements may not be obtained on desirable terms. For the foreseeable future, we will be dependent upon third parties to manufacture GCS-100.



Our reliance on independent manufacturers involves a number of risks, including the absence of adequate capacity, the unavailability of, or interruptions
in, access to necessary manufacturing processes and reduced control over delivery schedules. Because our manufacturing process is still in a development stage, any changes made to a final commercial manufacturing process may present technical
problems to an independent manufacturer. Third-party manufacturers may not comply with FDA regulations, or other regulatory requirements relating to the manufacturing of GCS-100, including compliance with good manufacturing practice, or GMP. We do
not have control over, other than through contract, third-party manufacturers compliance with these regulations and standards. If our manufacturers are unable or unwilling to continue manufacturing GCS-100 in required volumes, we will have to
identify acceptable alternative manufacturers. If we need to change manufacturers, the FDA and corresponding foreign regulatory agencies must have approved these manufacturers. The use of a new manufacturer may cause significant expense and
interruptions in supply if the new manufacturer has difficulty manufacturing GCS-100 to our specifications. Further, the introduction of a new manufacturer may increase the variation in the quality of GCS-100.



MANY OF OUR COMPETITORS HAVE SUBSTANTIALLY GREATER RESOURCES THAN WE DO AND MAY BE ABLE TO
DEVELOP AND COMMERCIALIZE PRODUCTS THAT MAKE OUR POTENTIAL PRODUCTS NON-COMPETITIVE.



We face significant competition from firms currently engaged in the pharmaceutical and biotechnology industries. GCS-100, our lead drug candidate, being developed for the treatment of various forms of cancer,
addresses large markets, which are already populated with several biotechnology and large pharmaceutical companies. These companies utilize different drug discovery platforms, including but not limited to small molecules, protein-based drugs,
liposome technology, and genomics. The drug development industry is intensely competitive. According to industry surveys, there are approximately over 400 new drug candidates in development to treat various types of cancer, many of them for multiple
indications. According to the PhRMA, approximately 170 pharmaceutical and biotechnology companies and the National Cancer Institute are conducting these efforts. It is estimated that 100 biotechnology companies have more than 100 drug candidates in
later stages of clinical development than GCS-100 for acute, life threatening disease, and late stage disease, and that over forty percent of these drug candidates are being developed to treat various types of cancer. Many of our actual or potential
competitors have significantly greater financial resources and/or drug development experience than we have. There is no assurance that other carbohydrate-based or non-carbohydrate-based drugs with similar clinical effects to GCS-100 may not already
be in development by other companies or that other companies may not successfully develop such drugs in the future.



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A biotechnology company such as ours must keep pace with rapid technological change and faces intense
competition. We compete with biotechnology and pharmaceutical companies for funding, access to new technology, research personnel and in product research and development. Many of these companies have greater financial resources and more experience
than we do in developing drugs, obtaining regulatory approvals, manufacturing and marketing. We also face competition from academic and research institutions and government agencies pursuing alternatives to our products and technologies. We expect
that GCS-100 and other product candidates, will face intense competition from existing or future drugs. In addition, our product candidates may face increasing competition from generic formulations or existing drugs whose active components are no
longer covered by patents. These generic formulations or drugs would present lower-priced competition.



In the two cancer types in which we have conducted Phase II(a) clinical trials, pancreatic and colorectal, there are many drugs being developed. We
believe, based on industry studies there are, including GCS-100, approximately 7 drugs in Phase I, 15 drugs in Phase II, 6 drugs in Phase III or pre-registration for treatment of pancreatic cancer. In addition, GCS-100, if it receives FDA approval
for pancreatic cancer, will face competition from existing drugs approved or used to treat pancreatic cancer. These drugs are fluorouracil (5-FU), Eli Lillys gemcitabine (Gemzar) and Supergens Mitozytrex. Combination studies utilizing
new drug candidates and Gemzar are ongoing and combination therapies of new drug candidates and Gemzar may present future competition. Aphtons G17DT is currently being evaluated in combination with Gemzar in a double blinded Phase III clinical
trial.



We believe, based on industry studies, there are,
including GCS-100, approximately 12 drugs in Phase I, 24 drugs in Phase II, and 10 drugs in Phase III or in pre-registration for treatment of colorectal cancer. In addition, GCS-100, if it receives FDA approval for colorectal cancer, will face
competition from existing drugs approved or used to treat colorectal cancer. These drugs include Genenetechs Avastin, Roche Pharmaceuticals capecitabine (Xeloda), fluorouracil (Adrucil or 5-FU), leucovorin in combination with 5-FU,
Janssens levamisole (Ergamisol) in combination with 5-FU, Pharmacias irinotecan (Camptosar) and Imclones Erbitux.



Our competitors may:



| |  | successfully identify drug candidates or develop products earlier than we do;
| | - | -----------------------------------------------------------------------------



| |  | obtain approvals from the FDA or foreign regulatory bodies more rapidly than we do;
| | - | -----------------------------------------------------------------------------------



| |  | develop products that are more effective, have fewer side effects or cost less than our products; or
| | - | ----------------------------------------------------------------------------------------------------



| |  | successfully market products that may compete with our product candidates.
| | - | --------------------------------------------------------------------------



The success of our competitors in any of these efforts would adversely affect our ability to develop, commercialize and market our product candidates.



OUR BUSINESSES ARE SUBJECT TO SIGNIFICANT GOVERNMENT REGULATION AND FAILURE TO
ACHIEVE REGULATORY APPROVAL OF OUR DRUG CANDIDATES WOULD SEVERELY HARM OUR BUSINESS.



The FDA regulates the development, testing, manufacture, distribution, labeling and promotion of pharmaceutical products in the United States pursuant to the Federal Food, Drug, and Cosmetic Act and related
regulations. We must receive premarket approval by the FDA prior to any commercial sale of GCS-100 or any other drug candidate. Before receiving such approval we must provide pre-clinical data and proof in human clinical trials of the safety and
efficacy of GCS-100 or any other drug candidates, which trials can take several years. In addition, we must show that we can produce GCS-100 or any other drug candidates consistently at quality levels sufficient for administration in humans.
Premarket approval is a lengthy and expensive process. We may not be able to obtain FDA approval for any commercial sale of any drug candidate. By statute and regulation, the FDA has 180 days to review an application for approval to market a drug
candidate; however, the FDA frequently exceeds the 180-day time period, at times taking up to 18 months. In addition, based on its review, the FDA may determine that additional clinical trials or pre-clinical data are required. Except for any
potential licensing or marketing arrangements with other pharmaceutical or biotechnology companies, we will not generate any revenues in connection with GCS-100 or any other drug candidates unless and until we obtain FDA approval to sell such
products in commercial quantities for human application.



REIMBURSEMENT
PROCEDURES AND FUTURE HEALTHCARE REFORM MEASURES ARE UNCERTAIN AND MAY ADVERSELY IMPACT OUR ABILITY TO SUCCESSFULLY SELL OR LICENSE ANY PHARMACEUTICAL PRODUCT.



Our ability to successfully sell or license any pharmaceutical product will depend in part on the extent to which government health administration
authorities, private health insurers and other organizations will reimburse patients or providers for the costs of our future pharmaceutical products and related treatments. In the United States, government and other third-party payers have sought
to contain healthcare costs by limiting both coverage and the level of reimbursement for new pharmaceutical products approved for marketing by the FDA. In some cases, these payers may refuse to provide any coverage for uses of approved products to
treat medical conditions even though the FDA has granted marketing approval. Healthcare reform may increase these cost containment efforts. We believe that managed care organizations and government health insurance programs may seek to restrict the
use of new products, delay authorization to use new products or limit coverage and the level of reimbursement for new products. For example, the Medicare Prescription Drug Improvement and Modernization Act of 2003 together with rule making by the
Center for Medicare and Medicaid Services could effect drug coverage and payments by Medicare. Internationally, where national healthcare systems are prevalent, little if any funding may be available for new products, and cost containment and cost
reduction efforts can be more pronounced than in the United States.



IF WE ARE
UNABLE TO ENTER INTO AGREEMENTS WITH THIRD PARTIES TO PROVIDE SALES, MARKETING AND DISTRIBUTION CAPABILITIES, OR TO CREATE THESE FUNCTIONS OURSELVES, WE WILL NOT BE ABLE TO COMMERCIALIZE GCS-100 OR ANY OTHER PRODUCT CANDIDATES.



We do not have any sales, marketing or distribution capabilities. In order to
commercialize GCS-100 or other product candidates, if any are approved, we must either make arrangements with third parties to provide sales, marketing and distribution capabilities or acquire or internally



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develop these functions ourselves. If we obtain FDA approval for GCS-100 or any other product candidate, we intend to
rely on relationships with one or more pharmaceutical or biotechnology companies or other third parties with established distribution systems and direct sales forces to market GCS-100 or any other product candidate. If we decide to market any of our
product candidates directly, we must either acquire or internally develop a marketing and sales force with technical expertise and with supporting distribution capabilities. The acquisition or development of a sales and distribution infrastructure
would require substantial resources, which may divert the attention of our management and key personnel, and negatively impact our product development efforts. Moreover, we may not be able to establish in-house sales and distribution capabilities or
relationships with third parties. To the extent we enter into co-promotion or other licensing agreements, our product revenues are likely to be lower than if we directly marketed and sold our product candidates, and any revenue we receive will
depend upon the efforts of third parties, which may not be successful.



OUR
GROWTH MAY BE LIMITED IF WE ARE UNABLE TO RETAIN AND HIRE ADDITIONAL QUALIFIED PERSONNEL AS NECESSARY.



Our success will depend on our ability to retain key employees and our continuing ability to attract and retain highly qualified scientific, technical and
managerial personnel. Under our current clinical trial and business plan, we may add over 15 employees during the course of the next two years, primarily technical or scientific personnel, as needs develop. Competition for such personnel is intense
and we may not be able to retain existing personnel or attract qualified employees in the future. Our current financial position, limited drug pipeline and small size make it more difficult to compete for such personnel against larger, more
diversified companies. At present, we employ 14 full-time employees and one part-time worker. We depend upon the personal efforts and abilities of our officers and directors, including Bradley J Carver, our President, CEO and Interim Chairman
of the Board and John W. Burns, our Senior Vice President, Chief Financial Officer and a director and would be materially adversely affected if their services ceased to be available for any reason and comparable replacement personnel were not
employed.



THE BIOTECHNOLOGY BUSINESS HAS A RISK OF PRODUCT LIABILITY, AND IN
THE EVENT OF A SUIT AGAINST US, OUR BUSINESS COULD BE SEVERELY HARMED.



The testing, marketing and sale of biotechnology products entails a risk of product liability claims by patients and others. While we currently maintain product liability insurance, such insurance may not be available at reasonable cost and
in the event of a significant adverse event with a patient such insurance would likely be insufficient to cover the full amount of the liability incurred. In the event of a successful suit against us, payments and damage to our reputation could have
a material adverse effect on our business and financial condition. Even if such a suit is unsuccessful, our reputation could be damaged and litigation costs and expenditures of management time on such matters could adversely affect our business and
financial condition.



WE ARE CONTRACTUALLY OBLIGATED TO ISSUE SHARES IN THE
FUTURE, INCLUDING SHARES TO BE ISSUED UPON THE CONVERSION OF OUTSTANDING PREFERRED STOCK AND WARRANTS HELD BY EIS, WHICH WILL CAUSE SUBSTANTIAL DILUTION OF YOUR INTEREST IN US.



As of May 14, 2004, there were outstanding options to purchase 1,803,900 shares of common stock, at a weighted average
exercise price of $1.99 per share and warrants to purchase 13,205,326 shares of common stock at a weighted average exercise price of $2.11 per share. Moreover, we may in the future issue additional shares to raise capital, acquire other companies or
technologies, to pay for services, or for other corporate purposes. Any such issuances will have the effect of further diluting the interest of shareholders.



EIS owns 6,153.51 shares of our Series A preferred stock and 3,471.15 shares of our Series B preferred stock. Each share of our Series A preferred stock
and Series B preferred stock and is convertible into 1,000 shares of our common stock, subject to anti-dilution adjustments, except 1,209.07 shares of Series A preferred stock which are convertible after December 18, 2004. The Series B preferred
stock bears a 7% dividend payable in Series B preferred stock, which compounds annually. Any accrued but unissued Series B preferred stock dividends would be converted into common stock upon conversion of the Series B preferred stock. Accordingly,
EIS could acquire upon exercise of warrants held by it and the conversion into common stock of all shares of Series A and Series B preferred stock held by it, including accrued dividends as of March 31, 2004 on the Series B preferred stock but no
future dividends, a total of 10,884,763 shares of common stock. This amount of shares represents 21.4% of our common stock outstanding as of May 14, 2004. Pursuant to provisions in our agreement with EIS, if the exercise or conversion of any of our
securities held by EIS would result in EIS owning more than 9.9% of our common stock at any time, EIS may opt to receive non-voting securities instead of common stock.



WE MUST COMPLY WITH THE LISTING REQUIREMENTS OF THE NASDAQ SMALLCAP MARKET OR OUR COMMON STOCK MAY DECLINE AND THE LIQUIDITY OF AN
INVESTMENT IN OUR SECURITIES WOULD DECREASE.



Our common stock
could be delisted from The Nasdaq SmallCap Market for the following reasons, among others:



| | if the closing bid price of our common stock falls below $1.00 per share for thirty (30) consecutive business days;
|- | -------------------------------------------------------------------------------------------------------------------



| | if our market capitalization falls below $35 million and we have less than $2,500,000 in stockholders equity; or
|- | -----------------------------------------------------------------------------------------------------------------



| | if the value of our common stock held by our stockholders (other than our directors, executive officers and 10% stockholders) is less than $1,000,000.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------



There are other quantitative and qualitative criteria of the Nasdaq SmallCap
Market which if violated could lead to delisting of our common stock.



We may not be able to maintain our compliance with Nasdaq continued listing requirements in the future. We received a letter from Nasdaq on August 8, 2003 that the bid price of our common stock had been below $1.00 for 30 consecutive
business days and that we had a 180-day grace period, until February 4, 2004, to achieve a bid price of at least $1.00 for a period of at least 10 consecutive business days or face delisting. In September 2003, we received a letter from Nasdaq that
we complied with the minimum bid price requirement. We have on several previous occasions received notice from Nasdaq that we failed to meet certain of its listing requirements. We have been successful in regaining compliance on those occasions.



On May 17, 2004, we received a letter from Nasdaq that the bid
price of our common stock had been below $1.00 for 30 consecutive business days and that we had a 180-day grace period, until November 15, 2004 to achieve a bid price of at least $1.00 for a period of at least 10 consecutive business days or face
delisting. If we comply with initial listing criteria (other than the minimum bid price requirement) for the Nasdaq SmallCap Market at the end of the initial 180-day grace period, we will receive an additional 180-day period in which to achieve
compliance with the minimum bid price requirement.



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Our stockholders equity was approximately $4.3 million as of March 31, 2004. Our market capitalization was $50.1
million on March 31, 2004 and was $28.9 million on May 14, 2004.



If Nasdaq delisted our common stock, we would likely seek to list our common stock for quotation on a regional stock exchange. However, if we were unable to obtain listing or quotation on such market or exchange, trading of our common stock
would occur in the over-the-counter market on an electronic bulletin board for unlisted securities or in what are commonly known as the pink sheet. In addition, delisting from Nasdaq and failure to obtain listing or quotation on such
market or exchange would subject our common stock to so-called penny stock rules. These rules impose additional sales practice and market making requirements on broker-dealers who sell and/or make a market in such securities, such as
disclosing offer and bid prices and compensation received from a trade to a purchaser and sending monthly account statements to purchasers. Consequently, broker-dealers may be less willing or able to sell and/or make a market in our common stock.
These rules also require that purchasers be accredited investors, which would reduce the number of investors who could purchase our shares. Additionally, an investor would find it more difficult to dispose of, or to obtain accurate quotations for
the price of, our common stock. As a result of delisting, it may become more difficult for us to raise funds through the sale of our securities.



BECAUSE THE CURRENT AND POTENTIAL MEMBERS OF OUR BOARD OF DIRECTORS COULD CONTROL A SIGNIFICANT PERCENTAGE OF OUR COMMON STOCK, THEY COULD EXERCISE SUBSTANTIAL CONTROL
OVER US.



The holders of the common stock do not have
cumulative voting rights. Our directors, two of whom are executive officers of GlycoGenesys, own approximately 5.3% collectively of our common stock outstanding as of May 14, 2004. One of the conditions of the transactions between us, Elan and EIS
required that we expand our board of directors at our 2002 annual stockholders meeting at which time EIS could appoint one director. EIS decided not to appoint a director at our 2002 annual stockholders meeting but may choose to do so in
the future as long as they own at least 10% of our common stock (assuming exercise or conversion of convertible or exercisable securities held by EIS). If EIS appoints a director, members of the board of directors and their affiliates would own
approximately 7.5% of our common stock outstanding as of May 14, 2004, assuming EIS has not converted or exercised any of our securities held by it, and the same number of shares are outstanding at such time as are currently outstanding. If EIS and
our directors were to have converted or exercised all of our securities held by them, the members of our board of directors and their affiliates would own approximately 24.6% of the common stock outstanding as of May 14, 2004, assuming the number of
shares outstanding at such time equals the number of shares currently outstanding plus the number of shares issued on exercise or conversion of securities held by EIS and our directors. This concentration of ownership would allow these stockholders
to substantially influence all matters requiring stockholder approval and could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could
materially adversely affect our stock price.



OUR STOCK PRICE COULD DECLINE IF
A SIGNIFICANT NUMBER OF SHARES BECOME AVAILABLE FOR SALE.



As
of May 14, 2004, approximately 10,567,819 shares of common stock presently issued and outstanding are Restricted Securities as that term is defined in Rule 144 promulgated under the Act. In general, a person (or persons whose shares are
aggregated) who has satisfied a one year holding period may sell, within any three month period, an amount of restricted securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Restricted securities can be sold, under certain circumstances, without any quantity limitation, by persons who are not affiliates of GlycoGenesys and who have beneficially owned the shares
for a minimum period of two years. The sale of these restricted shares as well as the shares registered under our nine effective registration statements, shall increase the number of free-trading shares and may have a depressive effect on the price
of our securities. Moreover, such sales, if substantial, might also adversely affect our ability to raise additional equity capital.



THE PRICE OF OUR COMMON STOCK HAS BEEN VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES BY YOU.



The market price of our common stock, which is traded on the National Association of Securities Dealers Automated Quotation
system (NasdaqSmall Cap) has been, and may continue to be, highly volatile. During the twelve months ending April 30, 2004, our common stock has traded at prices ranging from $0.35 to $2.10 per share. Factors such as announcements of clinical
trial results, financings, legal proceedings, technological innovations or new products, either by us or by our competitors or third parties, as well as market conditions within the biotechnology and pharmaceutical industries, may have a significant
impact on the market price of our common stock.



In addition,
the stock market has from time to time, and especially in the last few years, experienced extreme price and volume fluctuations, particularly in the biotechnology sector, which have often been unrelated to the operating performance of particular
companies. Current market conditions are particularly unstable and there is a large degree of uncertainty at this time. In general, biotechnology stocks tend to be volatile even during periods of relative market stability because of the high rates
of failure and substantial funding requirements associated with biotechnology companies. Market conditions and conditions of the biotechnology sector could negatively impact the price of our common stock.



ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES



(a) Evaluation of Disclosure Controls and Procedures



The Companys management carried out an evaluation, under the supervision and with the participation of the Companys President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2004, pursuant to Exchange Act Rule 13a-15. Based
upon that evaluation, the Companys President and Chief Executive Officer along with the Companys Senior Vice President and Chief Financial Officer concluded that the Companys disclosure controls and procedures as of March 31, 2004
are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys periodic filings under the Exchange Act.



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(b) Changes in Internal Control Over Financial Reporting



No changes in the Companys internal control over financial reporting
have come to managements attention that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



PART IIOTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------



Platt
Litigation



The Company and certain of its directors are
engaged in a lawsuit with David Platt, its former CEO and Chairman, which is described in the Companys Annual Report on Form 10-K for the year ending December 31, 2003. Since the date of that report, there have been no material changes in the
status of the suit.



Platt License



The Company is engaged in a dispute with David Platt regarding a license
agreement between the Company and Platt which is described in the Companys Annual Report on Form 10-K for the year ending December 31, 2003. This matter is currently in arbitration. On April 26, 2004, the arbitrator in this matter ordered an
expedited schedule for the arbitration in order to make a final ruling rather than issuing injunctive relief requested by the Company requiring David Platt to return control of the licensed patent applications to the Company on an interim basis.



|ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------



| | (c) | Set forth below is information regarding the sale of unregistered shares of equity securities sold by the Company during the three months ended March 31, 2004.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1. | On January 7, 2004, the Company issued 154,301 shares of Common Stock upon the exercise of warrants by two accredited investors for a total of $6,043.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | On January 8, 2004, the Company issued a total 3,450,000 shares of Common Stock and warrants to purchase 2,682,500 shares of Common Stock at a weighted average exercise price of
$1.80 per share to nine accredited investors.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These securities were sold in reliance upon the exemption from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.



|ITEM 6. | EXHIBITS AND REPORT ON FORM 8-K.
|------- | --------------------------------



|(a) | Exhibits
|--- | --------



|     |  |                                                                                                                                                                                                                                                                                                                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated By-Laws of GlycoGenesys, Inc.                                                                                                                                                                                                                                                                                                                                                        
|10.1 |  | Master Services Agreement dated March 18, 2004, between Glenmere Clinical Research, Inc. and GlycoGenesys, Inc. (portions of this Exhibit are omitted and are being filed separately with the
Securities and Exchange Commission pursuant to the Companys application requesting confidential treatment in accordance with Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended).
|31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                                                       
|31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                                                       
|32.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                           



|(b) | Reports on Form 8-K.
|--- | --------------------



| | 1. | Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2004 reporting the issuance of a press release regarding the private placement of the
Companys securities.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2004 reporting the issuance of a press release regarding the receipt of a lawsuit by its
former CEO.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2004 reporting the Company received a letter dated February 18, 2004 alleging the
Company breached its license agreement with David Platt.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2004 reporting the issuance of a press release regarding the filing of counterclaims
against David Platt and Pro-Pharmaceuticals, Inc. in connection with the lawsuit commenced by David Platt.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2004 reporting the issuance of a press release providing an update on its global patent
strategy.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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.



Dated this 17th day of May 2004.



GLYCOGENESYS, INC. (the
Registrant)/s/    Bradley J CarverBradley J Carver, Chief Executive Officer Presidentand Treasurer




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




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




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