Form 20 - F/A
                                (Amendment No. 1)

[ ]      Registration statement pursuant to section 12(b) or (g) of the
         Securities Exchange Act of 1934 [Fee required]
or
[X]      Annual report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934 [Fee required]     -     For the fiscal year ended
         December 31, 2001
or
[ ]      Transition report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934 [No fee required]    -   For the transition period
         from            to


                        Nymox Pharmaceutical Corporation
             (Exact name of registrant as specified in its charter)
                                     Canada
                 (Jurisdiction of incorporation or organization)
                         9900 Cavendish Blvd., Suite 306
                      St. Laurent, Quebec, Canada, H4M 2V2

Securities registered or to be registered pursuant to section 12(b) of the Act.

      Title of each class              Name of each exchange on which registered
     ---------------------             -----------------------------------------
             None                               Not Applicable

 Securities registered or to be registered pursuant to section 12(g) of the Act
                                  Common Stock
 Securities registered or to be registered pursuant to section 15(d) of the Act
                                      None

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report: 22,297,525 shares as of December 31, 2001.

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

         Yes [X]                              No [ ]

Indicate by check mark which financial statement item the registrant has elected
to follow.

         Item 17 [X]                         Item 18  [  ]


                                       1
<PAGE>
       The registrant hereby amends its Annual Report on Form 20-F as set forth
below:

ITEM 3

       The paragraph entitled "Share Capital" has been revised to change the
title to "Capitalization," update the number of shares outstanding, correct the
par value, better align the number $25,376,557 on the right side of the table,
eliminate reference to "(deficit)" on the left side of the table, add "and
options" next to the line item "warrants," and to make other immaterial changes.

ITEM 5

       The paragraph entitled "Liquidity and Capital Resources" was amended to
make certain immaterial changes and to add a sentence disclosing financing
available to Nymox as of June 30, 2002, under Nymox's equity line with Jaspas.

ITEM 6

       The "Legal Proceedings" provision is amended to clarify the reason for
the discrepancy between the disclosure regarding the amount of damages claimed
by AMRO in Note 7, paragraph (c) of the Consolidated Financial Statements of
Nymox for the years ended December 31, 2001, 2000 and 1999 and the disclosure in
the text of the Form 20-F.




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<PAGE>

ITEM 3 KEY INFORMATION

Selected Financial Data

The following table sets forth selected consolidated financial data for Nymox
for the periods indicated, derived from financial statements prepared in
accordance with generally accepted accounting principles ("GAAP"). We prepare
our basic financial statements in accordance with Canadian GAAP and include, as
a note to the statements, a reconciliation of material differences to United
States GAAP. The financial statements have been audited by KPMG, LLP, Montreal,
Canada as at and for the years ended December 31, 1997, 1998, 1999, 2000 and
2001. The data set forth below should be read in conjunction with the Company's
consolidated financial statements and notes thereto.
<TABLE>
<CAPTION>
NYMOX PHARMACEUTICAL CORPORATION
Selected Consolidated Financial Data
(In U.S. dollars(3))

                                    Dec. 31,          Dec. 31,          Dec. 31,         Dec. 31,           Dec. 31,
                                    --------          --------          --------         --------           --------
                                      2001              2000              1999             1998               1997
                                      ----              ----              ----             ----               ----
<S>                                 <C>               <C>               <C>             <C>                 <C>
CANADIAN GAAP
Current Assets                        $714,522          $749,510          $776,824      $2,708,543          $1,750,388
Capital Assets                       3,371,524         3,412,694         1,168,316       1,279,692             983,484
Total Assets                         4,192,241         4,384,716         2,140,491       3,988,235           2,733,872
Total Liabilities                      747,493           323,774           833,344         301,004             202,543
Share Capital & Other               25,798,195        23,243,941        16,912,963      15,943,710           9,597,888
Shareholder's Equity                 2,644,748         3,260,942         1,307,147       3,687,231           2,531,329
Total Revenues                         380,609           225,867           190,203         273,565              70,055
Sales, license fees and                362,691           157,688           153,252         104,804              17,033
research contracts

                                       3
<PAGE>

Research & Development
    Expenditures(1)                  1,479,602         2,073,775         1,132,941       2,087,742           1,671,412
Net Loss                             3,049,504         4,023,979         3,314,296       4,783,213           3,463,905
Loss per Share                           $0.14             $0.19             $0.17           $0.25               $0.19
Weighted Avg. No. of Common
    Shares                          21,873,966        20,890,735        19,886,430      19,304,435          18,370,873

U.S. GAAP(2)
Net Loss                             3,095,133        $4,272,308        $3,409,166      $4,979,562          $3,755,409
Loss per Share                            0.14              0.20              0.17            0.26                0.20
Shareholder's Equity                $2,496,104        $3,102,887        $1,139,731      $3,304,352          $2,428,052

(1)    We earn investment tax credits by making qualifying research and development expenditures. These
       amounts shown are net of investment tax credits.

(2)    Reference is made to Note 10 of Nymox's audited financial statements as at and for the year ended
       December 31, 2001 for a reconciliation of differences between Canadian and U.S. GAAP.

(3)    Effective January 1, 2000, the Corporation adopted the United States dollar as its measurement currency
       as a result of the increasing proportion of operating, financing and investing transactions in the
       Canadian operations that are denominated in U.S. dollars. For Canadian GAAP purposes, the financial
       information for all periods presented up to December 31, 1999 has been translated into U.S. dollars at
       the December 31, 1999 exchange rate, which was 1.4433 Canadian dollars to the U.S. dollar. For U.S.
       GAAP purposes, assets and liabilities for all years presented have been translated into U.S. dollars at
       the ending exchange rate for the respective year and the statement of earnings at the average rate for
       the respective year. Reference is made to notes 2(a) and 10 of the consolidated financial statements.
</TABLE>

Capitalization

The following table sets forth our capitalization as of December 31, 2001. This
table should be read in conjunction with the financial statements and related
notes, and the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this report.

Long term debt and capital lease obligations                           $0
                                                           ----------------

Shareholder's Equity:
Share Capital:
Common stock, no par value; 22,297,525
shares issued and outstanding
actual.  Shares authorized for issue:
unlimited                                                     $25,376,557
Warrants and options                                              421,638
Accumulated deficit                                          ($23,153,447)
                                                           ----------------

Total shareholder's equity                                     $2,644,748
                                                           ================

Total capitalization                                           $2,644,748
                                                           ================






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<PAGE>

Risk Factors
The following risk factors apply to Nymox and our industry.

An investment in shares of common stock of Nymox involves a high degree of risk.
You should carefully consider each of the risks and uncertainties described
below along with all of the other information in this prospectus before deciding
to invest in these shares.

It is Uncertain When, if Ever, We Will Make a Profit

We first began operations in 1995 and are only in the early stages of commercial
marketing of our products, AlzheimAlert(TM), NicAlert(TM) and Nicometer(TM). We
have never made a profit. We incurred a net loss of $4.8 million in 1998, $3.3
million in 1999, $4.0 million in 2000, and $3.0 million in 2001. As of December
31, 2001, Nymox's accumulated deficit was $23.2 million.

We cannot say when, if ever, Nymox will become profitable. Profitability will
depend on our uncertain ability to generate revenues from the sale of our
products and the licensing of our technology that will offset the significant
expenditures required for us to advance our research, protect and extend our
intellectual property and develop, manufacture, license, market, distribute and
sell our technology and products successfully. Similar types of expenditures in
the past have helped produce the net losses reported above.

We May Not Be Able to Raise Enough Capital to Develop and Market Our Products

Nymox has funded its operations primarily by selling shares of its common stock.
Since late 1997, a small portion of the funds came from sales. However, sales
have not been, and may not be in the foreseeable future, sufficient to meet our
anticipated financial requirements.

We will continue to need to raise substantial amounts of capital for our
business activities including our research and development programs, the conduct
of clinical trials needed to obtain regulatory approvals and the marketing and
sales of our products. We anticipate being able to fund our current total annual
budgeted expenditures of approximately $3 million per year through our current
cash position and additional financing including draw downs through our Common
Stock Purchase Agreement. Clinical trials will substantially increase cash
requirements. We anticipate being able to meet those requirements as they arise.
Any necessary clinical trials for regulatory approval following successful
initial clinical trials will require considerably more capital. We plan to raise
such capital either through a new round of financing and/or through partnering
with a major pharmaceutical company. Additional financing may not be available
when needed, or, if available, may not be available on acceptable terms. If
adequate funds on acceptable terms are not available, we may have to curtail or
eliminate expenditures for research and development, testing, clinical trials,
promotion and marketing for some or all of our products.

We Face Challenges in Developing and Improving Our Products

Our success depends on our ability to develop or acquire rights to new products
or to improve our existing products. We are still developing many of our
products and have not yet brought

                                       5
<PAGE>

them to market. We cannot assure you that we will be able to develop or acquire
rights to such products and to market them successfully.

Developing a treatment for Alzheimer's disease is particularly challenging. Many
pharmaceutical companies, institutions and researchers are working on many
different approaches and treatments. There is no consensus among researchers
about the cause of this fatal illness and no guarantee that our drug development
programs in this area are targeting significant factors in its cause,
progression or symptoms. It is difficult to design drug candidates that can
cross from the bloodstream into the brain, where the damage from Alzheimer's
disease is occurring. Clinical trials to establish efficacy for drugs that slow
down the progression of Alzheimer's disease over a period of months or years
often require that a large number of subjects be tracked over many months or
years, making them very expensive to conduct. The potentially long period from
discovery and patenting through development and regulatory approval to the
market can significantly reduce the patent life of an Alzheimer's disease
treatment. Any marketed treatment in this area may well eventually face
competition from "me-too" drugs developed by other pharmaceutical companies
based on our research. We will be under constant competitive pressure to improve
our products and to develop new treatments in order to protect our position in
the field.

Developing and improving our diagnostic products is also challenging. The
science and technology of the detection and measurement of very small amounts of
biochemicals in bodily fluids and tissue is evolving rapidly. We may need to
make significant expenditures in research and development costs and licensing
fees in order to take advantage of new technologies. If any major changes to our
testing technologies used in our AlzheimAlert(TM), NicAlert(TM) and
Nicometer(TM) tests are made, further validation studies will be required.
Developing new diagnostic products is more challenging, requiring identification
and validation of the biochemical marker being detected by the new product in
the clinical context and the development and validation of the product designed
to detect the marker.

We Face Significant and Growing Competition

The modern pharmaceutical and biotechnology industries are intensely
competitive, particularly in the field of Alzheimer's disease where there is a
large unmet need for an effective treatment. Currently there are four drugs with
the same mechanism of action approved for sale in the United States (Aricept(R),
Cognex(R), Exelon(R) and Reminyl(R)). These drugs offer some relatively
short-term symptomatic relief, but do not treat the underlying causes of the
illness. Over the past decade, there has been an intense research effort both in
the non-profit sectors such as universities, government agencies and research
institutes and in the pharmaceutical and biotechnology industry to develop new
treatments for Alzheimer's disease. Treatment candidates under development
include:

       o      vaccines for Alzheimer's disease;

       o      enzyme-blocking therapies intended to block the production of the
              protein found in the senile plaques characteristic of Alzheimer's
              disease. A number of pharmaceutical and biotechnology companies
              including Amgen and Bristol-Myers Squibb are working on such
              therapies and hope to soon be in clinical trials on humans.


                                       6
<PAGE>

       o      implantation of genetically modified cells that produce human
              nerve growth factor into the brains of people with Alzheimer's
              disease. Preliminary human testing began this year at the
              University of California at San Diego in conjunction with the Salk
              Institute for Biological Studies.

There is also ongoing research into possible methods of preventing Alzheimer's
disease such as taking certain cholesterol-lowering drugs called statins,
estrogen replacement therapies, anti-oxidants such as vitamin E and ginkgo
biloba or anti-inflammatory drugs such as ibuprofen (e.g., Advil or Motrin). The
successful development of a treatment or method of preventing Alzheimer's
disease could significantly impact on our ability to develop or market a
competing treatment for Alzheimer's disease.

The diagnostic testing industry is also highly competitive. In the area of
Alzheimer's disease, Elan PLC is marketing diagnostic tests for different
biochemical indicators found in blood and spinal fluid and for genetic
predispositions for the illness. Other companies are attempting to develop and
market other diagnostic products in this area. The introduction of other
diagnostics products for Alzheimer's disease or tobacco product use that are
cheaper, easier to perform, more accurate or otherwise more attractive to the
physicians, health care payers or other potential customers would have a
significant impact on the sales of our AlzheimAlert(TM), NicAlert(TM) or
Nicometer(TM) products.

We May Not Be Able to Successfully Market Our Products

To increase our marketing, distribution and sales capabilities both in the
United States and around the world, we will need to enter into licensing
arrangements, contract sales agreements and co-marketing deals. We cannot assure
you that we will be able to enter into agreements with other companies on terms
acceptable to us, that any licensing arrangement will generate any revenue for
the company or that the costs of engaging and retaining the services of a
contract sales organization will not exceed the revenues generated.

Our Products and Services May Not Receive Necessary Regulatory Approvals

Our products, AlzheimAlert(TM), NicAlert(TM) and Nicometer(TM), and our products
in development, are subject to a wide range of government regulation governing
laboratory standards, product safety and efficacy. The actual regulatory schemes
in place vary from country to country and regulatory compliance can take several
years and involve substantial expenditures.

We cannot be sure that we can obtain necessary regulatory approvals on a timely
basis, if at all, for our products in development and all of the following could
have a material adverse effect on our business:

       o      failure to obtain or significant delays in obtaining requisite
              approvals;

       o      loss of or changes to previously obtained approvals; and

       o      failure to comply with existing or future regulatory requirements.

We currently market AlzheimAlert(TM) as a clinical reference laboratory service
provided by our government-inspected clinical reference laboratory in New
Jersey. Physicians send us urine

                                       7
<PAGE>

samples from their patients to our laboratory where the AlzheimAlert(TM) test is
performed and the results reported back to the physicians. A clinical laboratory
test like AlzheimAlert(TM) does not require approval from the United States Food
and Drug Administration (FDA). Our laboratory is regulated by the Centers for
Medicare & Medicaid Services (CMS) under the Clinical Laboratory Improvement
Amendments and is subject to inspection and certification. In addition,
individual states like New York and Florida have their own requirements for
reference laboratories like ours that offer diagnostic services. In addition,
the FDA has its own regulations governing in vitro diagnostic products,
including some of the reagents used in clinical reference laboratories. Any
changes in CMS or state law requirements or in the FDA regulations could have a
detrimental impact on our ability to offer or market any reference laboratory
services and/or on our ability to obtain reimbursement from the Medicare and
Medicaid programs and providers.

We may develop a diagnostic kit based on AlzheimAlert(TM) for sale to third
parties. If so, we will require prior approval from the FDA before we can
market, distribute or sell such a product in the United States. We have not
submitted any such product to the FDA for approval. Similar requirements exist
in many other countries. In general, such approval requires clinical testing as
to the safety and efficacy of the device and preparation of an approval
application with extensive supporting documentation. If approved, the device
would then be subject to postmarketing record and reporting obligations and
manufacturing requirements. Obtaining these approvals and complying with the
subsequent regulatory requirements can be both time-consuming and expensive.

We currently sell NicAlert(TM) and NicoMeter(TM) as tests for tobacco product
use and for research use. In May 2002, we filed a 510(k) application with the
FDA for NicAlert(TM) and have not received any decision on the application.

In the United States, our drugs in development will require FDA approval, which
comes only at the end of a lengthy, expensive and often arduous process. We have
not submitted any drugs for FDA approval. We cannot predict with any certainty
the amount of time the FDA will take to approve one of our drugs or even whether
any such approval will be forthcoming. Similar requirements exist in many other
countries.

Protecting Our Patents and Proprietary Information is Costly and Difficult

We believe that patent and trade secret protection is important to our business,
and that our success will depend, in part, on our ability to obtain strong
patents, to maintain trade secret protection and to operate without infringing
the proprietary rights of others.

Obtaining and maintaining our patent position is costly. We pay for the filing,
prosecution and fees of over 200 patents and patent applications in countries
around the world, including the United States, Europe, Japan, Canada, Australia,
New Zealand and South Korea. In the United States alone, Nymox has ten patents
issued or allowed and at least fifteen patent applications pending relating to
its technology. Its subsidiary, Serex Inc. has eight patents issued or allowed.
Through its licensing agreement with the Massachusetts General Hospital, Nymox
has licensed and paid for the prosecution of four issued patents relating to
neural thread proteins.

                                       8
<PAGE>

We believe that we have strong patent protection for the products we sell and
for our product development programs and are in the process of extending that
patent protection to cover more countries or new discoveries or products. We
cannot assure you that additional patents covering new products or improvements
will be issued or that any new or existing patents will be of commercial benefit
or be valid and enforceable if challenged.

We are not currently involved in patent litigation. In the pharmaceutical and
biotechnology industry patent disputes are frequent and can preclude the
commercialization of products. Patent litigation is costly and the outcome often
difficult to predict. It can expose us to significant liabilities to third
parties and may require us to obtain third-party licenses at a material cost or
cease using the technology or product in dispute.

We Face Changing Market Conditions

The healthcare industry is in transition with a number of changes that affect
the market for therapeutic and diagnostic test products. The U.S. Federal and
various state governments have under consideration a number of proposals that
may have the effect of directly or indirectly limiting drug prices in the U.S.
markets. Such changes may adversely affect the prices we may charge for any
therapeutic drug we develop. Funding changes and budgetary considerations can
lead major health care payers and providers to make changes in reimbursement
policies for our AlzheimAlert(TM) product. These changes can seriously impact
the potential for growth for the market for AlzheimAlert(TM), either favorably
when the decision is to offer broad coverage for our test at a reasonable price
or negatively when the decision is to deny coverage altogether. Changes in the
healthcare delivery system have resulted in major consolidation among reference
laboratories and in the formation of multi-hospital alliances, reducing the
number of institutional customers for therapeutic and diagnostic test products.
There can be no assurance that Nymox will be able to enter into and/or sustain
contractual or other marketing or distribution arrangements on a satisfactory
commercial basis with these institutional customers.

Health Care Plans May Not Cover or Adequately Pay for our Products and Services

Throughout the developed world, both public and private health care plans are
under considerable financial and political pressure to contain their costs. The
two principal methods of restricting expenditures on drugs and diagnostic
products and services are to deny coverage or, if coverage is granted, to limit
reimbursement. For single-payer government health care systems, a decision to
deny coverage or to severely restrict reimbursement for one of our products can
have an adverse effect on our business and revenues.

In the United States, where, to a significant degree, the patient population for
our products is elderly, Medicare and Medicaid are sources of reimbursement. In
general, any restriction on reimbursement, coverage or eligibility under either
program could adversely affect reimbursement to Nymox for products and services
provided to beneficiaries of the Medicare and/or Medicaid programs. Many elderly
people are covered by a variety of private health care organizations either
operating private health care plans or Medicare or Medicaid programs subject to
government regulation. These organizations are also under considerable financial
constraints and we may not be able to secure coverage or adequate reimbursement
from these organizations. Without coverage, we will have to look to the patients
themselves who may be


                                       9
<PAGE>

unwilling or unable to pay for the product; in turn, doctors may be reluctant to
order or prescribe our products in the absence of coverage of the product for
the patient.

The Future Sale of Eligible Shares may Dilute Nymox's Stock Price

The issuance of further shares and the eligibility of issued shares for sale
will dilute our common stock and may lower its share price. There are 22,567,531
common shares of Nymox currently issued and outstanding as of May 31, 2002. All
of these shares are eligible for sale under Rule 144 or are otherwise freely
tradable. There are 711,860 warrants issued, which expire in 1 to 3 years.
Finally, 1,638,500 share options are outstanding, of which 1,373,000 are
currently vested. The great majority of these options expire in 6 to 10 years.
These options have been granted to employees, officers, directors and
consultants of the company. Moreover, Nymox may use its shares as currency in
acquisitions.

We Face Potential Losses Due to Foreign Currency Exchange Risks

Nymox incurs certain expenses, principally relating to salaries and operating
expenses at its Canadian head office, in Canadian dollars. All other expenses
are derived in U.S. dollars. As a result, we are exposed to the risk of losses
due to fluctuations in the exchange rates between the U.S. dollar and the
Canadian dollar. We protect ourselves against this risk by maintaining cash
balances in both currencies. We do not currently engage in hedging activities.
We cannot say with any assurance that the Company will not suffer losses as a
result of unfavorable fluctuations in the exchange rates between the United
States dollar and Canadian dollar.

We Have Never Paid a Dividend and are Unlikely to do so in the Foreseeable
Future

Nymox has never paid any dividends and does not expect to do so in the
foreseeable future. We expect to retain any earnings or positive cash flow in
order to finance and develop Nymox's business.



                                       10
<PAGE>

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

General

We are a development stage biopharmaceutical company that specializes in the
research and development of therapeutics and diagnostics for the aging
population with an emphasis on Alzheimer's disease.

We have begun to market the AlzheimAlert(TM) test, which we provide in our
clinical reference laboratory, that is an aid to the diagnosis of Alzheimer's
disease.

We also have under development therapeutic agents for the treatment of
Alzheimer's disease and of certain antibiotic-resistant infections as well as
antibacterial agents for E. coli contamination of food and drink products.

We also recently acquired a majority interest in Serex, Inc., a New Jersey
company specializing in diagnostic products.

AlzheimAlert(TM) is an improved version of our AD7C(TM) test, from which we
began generating revenue from sales in 1997.

We have incurred operating losses throughout our history. Management believes
that such operating losses will continue for the next few years. The costs
relating to clinical trials for our potential therapeutic products will increase
expenditures and delay profitability, despite anticipated increases in sales
revenue in the coming years.

All figures are presented in U.S. dollars, unless otherwise stated.

Liquidity And Capital Resources

We fund our operations and projects primarily by selling shares of Nymox's
common stock. However, since 1997, a small portion of our funding came from
sales. This source of funding became more significant in late 1998, following
the launch of our urinary version of the AD7C(TM) test. Since its incorporation
in May, 1995, Nymox raised the capital necessary to fund its on-going research
and development work and its marketing and sales operations primarily through
private placements of its shares.

On December 1, 1997, the shares began trading on the Nasdaq Stock Market.
Nymox's common shares also traded on the Montreal Exchange from December 18,
1995 to November 19,1999.



                                       11
<PAGE>

Private placements completed by Nymox since December, 1995 are as follows:

       o      December 1995, 1,578,635 common shares at a price of CAN$2.00
              (US$1.38) per share for total proceeds of CAN$3,157,270
              (US$2,187,536);

       o      April 1996, 877,300 common shares at a price of CAN$6.00 (US$4.15)
              per share for total proceeds of CAN$5,263,800 (US$3,647,059);

       o      May 1997, 696,491 common shares at a price of CAN$6.50 (US$4.50)
              and warrants exercisable at a price of CAN$8.50 (US$5.88) per
              share for total proceeds of CAN$4,527,191 (US$3,136,694). In 1998,
              all 696,491 of these warrants were exercised for additional
              proceeds to Nymox of CAN$5,920,174 (US$4,101,832);

       o      May 1998, 231,630 common shares at a price of CAN$8.50 (US$5.88)
              for total proceeds of CAN$1,968,855 (US$1,364,134). A total of
              110,000 warrants were issued as well, exercisable at a price of
              CAN$8.50 (US$5.88) per share (50,000) and CAN$10.00 (US$6.93) per
              share (60,000). These warrants have since expired;

       o      December 1998, 135,000 common shares and January 1999, 55,000
              common shares at CAN$8.50 (US$5.88) per share, for total proceeds
              of CAN$1,615,000 (US$1,118,963). A total of 95,000 warrants were
              issued as well, exercisable at the price of CAN$10.00 (US$6.93)
              per share. These warrants have since expired;

       o      September 1999, 122,000 common shares at CAN$5.00 (US$3.46) per
              share, for total proceeds of CAN$610,000 (US$422,642).

       o      March 2000, 821,637 common shares at an average price of $4.87 per
              share, for total proceeds of $4,000,000. A total of 93,334
              warrants were issued as well, exercisable at a price of $9.375 per
              share (66,667) and $7.8125 per share (26,667). These warrants
              expire on March 6, 2004.

       o      March, 2001, 200,000 common shares at $2.06 per share, for total
              proceeds of $412,000. A total of 100,000 warrants were issued as
              well, exercisable at a price of $2.06. These warrants expire on
              March 6, 2003.

       o      August 3, 2001, 80,000 common shares at $2.50 per share for total
              proceeds of $200,000.

       o      August 22, 2001, 140,000 common shares at $3.75 per share for
              total proceeds of $525,000.

       o      October 3, 2001, 110,000 common shares at $3.75 per share for
              total proceeds of $412,500.

       o      November 14, 2001, 64,100 common shares at $3.90 per share for
              total proceeds of $250,000.

       o      January 24, 2002, 74,074 common shares at $4.05 per share for
              total proceeds of $300,000.

       o      March 18, 2002, 195,000 common shares at $4.20 per share for total
              proceeds of $819,000.


                                       12
<PAGE>

On March 14, 2000, we became entitled to draw down on the $12 million equity
line of credit with Jaspas Investments Limited, a British Virgin Islands
corporation, through a common stock purchase agreement dated November 1, 1999
for the future issuance and purchase of Nymox's common shares. We expect the
stock purchase agreement with Jaspas to provide significant, long-term financing
that will enable us to advance our research and product development for the next
three years. We plan to seek additional capital within the limits on financing
contained in the common stock purchase agreement in order to accelerate product
development and marketing and obtaining necessary regulatory approvals.

In general, the draw down facility created by the Jaspas agreement operates as
follows: the investor, Jaspas, is committed to purchase up to $12 million of
Nymox's common shares over a thirty month period. Once a month, Nymox may
request a draw of up to $750,000 of that money, subject to a formula based on
average stock price and average trading volume, setting the maximum amount of
any request for any given draw. At the end of a 22 day trading period following
the draw down request, the amount of money that Jaspas will provide to Nymox and
the number of shares Nymox will issue to Jaspas in return for that money is
settled based on the formula in the stock purchase agreement. Jaspas receives a
six (6%) percent discount to the market price for the 22 day period and Nymox
receives the settled amount of the draw down less a 3% placement fee payable to
its placement agents, Ladenburg Thalmann & Co. Inc. and Paul Revere Capital
Corp.

The facility is based on a "use-it-or-lose" principle. We are under no
obligation to request a draw for any month. However if we do not request a draw
for a given month, we may never to be able to draw those funds again. We may
make up to a maximum of twenty-four (24) draws. At June 30, 2002 Nymox had $2.25
million of financing available under the facility.

In lieu of providing Jaspas with a minimum draw down commitment, we agreed to
issue to Jaspas a stock purchase warrant to purchase up to 200,000 shares of our
common stock with an exercise price of 110% of our share price on the closing
date of November 12, 1999 or $4.53. Jaspas may purchase under the warrant up to
100,000 Nymox shares any time between November 30, 1999 and November 30, 2004.
Jaspas may purchase the remaining 100,000 shares if and only if we do not draw
down at least $7 million within 18 months of March 14, 2000.


                                       13
<PAGE>

Since March 14, 2000, the following drawings have been made under this common
stock purchase agreement, for total proceeds of $1,327,273:

       o      August 16, 2000, 152,616 common shares at a volume weighted
              average price of $3.2924 per share;

       o      October 12, 2000, 137,889 common shares at a volume weighted
              average price of $3.6261 per share; and

       o      February 7, 2001, 161,696 common shares at a volume weighted
              average price of $2.0240 per share.

       o      May 31, 2001, 56,108 common shares at a volume weighted average
              price of $1.9466 per share.

Also, the Company has received total proceeds of $669,144 from the exercise of
256,900 options since 1995 as follows:

       o      $355,536 for 158,900 shares at a per share price of $2.25.

       o      $258,858 for 83,000 shares at a per share price of $3.12.

       o      $16,000 for 5,000 shares at a per share price of $3.20.

       o      $38,750 for 10,000 shares at a per share price of $3.875.

Pursuant to the share purchase agreement entered into to acquire a controlling
interest of Serex, Inc., a total of 256,675 additional shares and 157,952
warrants were issued in exchange for the shares of Serex (see Note 4 "Business
Acquisition" in the financial statements).

In total, Nymox has raised over $25 million, since its incorporation in May
1995.

We have no financial obligations of significance other than long-term lease
commitments for our premises in the United States and Canada of $14,414 per
month in 2002 and ongoing research funding payments to a U.S. medical facility
totaling $292,000 for 2002. Total commitments beyond 2002 are summarized in note
7 to the consolidated financial statements.



                                       14
<PAGE>
Results Of Operations

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

Overview
Since inception, the Company has focused its activities on developing certain
pharmaceutical technologies and obtaining outside funding to support the
continued development of its technologies. The Company has incurred losses since
inception of operations. Future profitability will depend on the Company's
ability to generate revenues from the sale of products and the licensing of
technology sufficient to offset the expenditures required to further the
Company's research and development program and ongoing operations. See Item 4
for a description of the projects in the Company pipeline.

Effective January 1, 2000, the Company adopted the US dollar as its measurement
currency. See note 2(a) to the consolidated financial statements. All amounts
presented are in US dollars.

In 2000, the Company acquired a majority interest in Serex, Inc. for a
consideration comprising common shares, warrants and options having a value of
approximately $1.3 million. See note 4 to the consolidated financial statements.

Critical Accounting Policies

In December 2001, the Securities and Exchange Commission ("SEC") released
"Cautionary Advice Regarding Disclosure About Critical Accounting Policies".
According to the SEC release, accounting policies are among the "most critical"
if they are, in management's view, most important to the portrayal of the
company's financial condition and most demanding on their calls for judgement.

Our accounting policies are described in note 2 to our consolidated financial
statements. We consider the following policies to be the most critical in
understanding the judgements that are involved in preparing our financial
statements and the matters that could impact our results of operations,
financial condition and cash flows.

Revenue Recognition

The Corporation applies guidance from SAB 101 (Staff Accounting Bulletin 101)
issued by the Securities and Exchange Commission in the recognition of revenue.
The Company derives its revenue from product sales, research contracts, license
fees and interest. Revenue from product sales is recognized when the product or
service has been delivered or obligations as defined in the agreement are
performed. Revenue from research contracts is recognized at the time research
activities are performed under the agreement. Revenue from license fees,
royalties and milestone payments is recognized upon the fulfillment of all
obligations under the terms of the related agreement. These agreements may
include upfront payments to be received by the Corporation. Upfront payments are
recognized as revenue on a systematic basis over the period that the related
services or obligations as defined in the agreement are performed. Interest is
recognized on an accrual basis.

                                       15
<PAGE>

Deferred revenue presented in the balance sheet as at December 31, 2001
represents amounts billed to and received from customers in advance of revenue
recognition.

The Company currently markets AlzheimAlert(TM) as a service provided by our CLIA
certified reference laboratory in New Jersey. Physicians send urine samples
taken from their patients to our laboratory where the AlzheimAlert(TM) test is
performed. The results are then reported back to the physicians. We recognize
the revenues when the test has been performed. The Company sometimes enters into
bulk sales of its diagnostic products to customers under which it has a
continuing obligation to perform related testing services at its laboratory.
Although the Company receives non-refundable upfront payments under these
agreements, revenue is recognized in the period that the Company fulfils its
obligation or over the term of the arrangement. For research contracts and
licensing revenues, the Company usually enters into an agreement specifying the
terms and obligations of the parties. Revenues from these sources are only
recognized when there are no longer any obligations to be performed by the
Company under the terms of the agreement.

Valuation of Capital Assets

The Company reviews the unamortized balance of intellectual property rights and
patents on an annual basis and recognizes any impairment in carrying value when
it is identified. Factors we consider important, which could trigger an
impairment review include:
o      Significant changes in the manner of our use of the acquired assets or
       the strategy for our overall business; and
o      Significant negative industry or economic trends.

No impairment losses were recognized for the years ended December 31, 2001, 2000
and 1999.

Valuation of Future Income Tax Assets

Management judgement is required in determining the valuation allowance recorded
against net future tax assets. We have recorded a valuation allowance of $6.4
million as of December 31, 2001, due to uncertainties related to our ability to
utilize some of our future tax assets, primarily consisting of net operating
losses carried forward, before they expire. In assessing the realizability of
future tax assets, management considers whether it is more likely than not that
some portion or all of the future tax assets will not be realized. The ultimate
realization of future tax assets is dependent upon the generation of future
taxable income and tax planning strategies. Since the Company is a development
stage enterprise, the generation of future taxable income is dependent on the
successful commercialization of its products and technologies.

Revenue

Revenue from sales amounted to $235,288 for the year ended December 31, 2001,
compared with $157,688 for the year ended December 31, 2000. The increase is
attributable to higher sales volumes for both AlzheimAlert(TM) ($113,132) and
NicAlert(TM) ($122,156) in 2001 compared to 2000 (AlzheimAlert(TM) $58,540 -
NicAlert(TM) $99,148). The Company also earned revenue from research and
licensing contracts ($127,403). Research contract revenue ($30,000) was funded
by

                                       16
<PAGE>

the Foundation for Nutritional Advancement. A director and officer of the
Foundation is also a director of the Company. License fees ($97,403) include the
sale of certain rights to a third party in 2001 for which the Company has no
continuing obligations. Interest revenue was $17,918 in 2001 compared to $68,179
in 2000, due to lower average cash balances. In 2001, one customer accounted for
approximately 26% of revenue and, in total, 5 customers accounted for 54% of
revenue in 2001. In 2000 and 1999, no single customer accounted for more than
10% of revenue.

Expenses

Research and development expenditures were $1,499,654 for the year ended
December 31, 2001, compared with $2,084,232 for the year ended December 31,
2000. Management reduced its salary expenses in R&D by reducing staff, while
advancing its development of the products in the Company's pipeline. In 2001,
research tax credits amounted to $20,052 compared to $10,457 in 2000.

Marketing expenditures remained relatively constant at $343,244 for the year
ended December 31, 2001, in comparison to the expenditures of $363,142 for the
year ended December 31, 2000.

General and administrative expenses amounted to $1,087,326 for the year ended
December 31, 2001, compared with $1,335,500 in the year ended December 31, 2000.
The decrease is principally due to reductions in professional fees.

Foreign Exchange
The Company incurs expenses in the local currency of the countries in which it
operates, which include the United States and Canada. Approximately 75% of 2001
expenses (75% in 2000) were in U.S. dollars. Foreign exchange fluctuations had
no meaningful impact on the Company's results in 2001 or 2000.

Results of Operations
Net losses for the period ended December 31, 2001 were $3,049,504, or $0.14 per
share, compared to $4,023,979, or $0.19 per share, for the same period in 2000.
The weighted, fully diluted, average number of common shares outstanding for the
period ending December 31, 2001 were 21,995,694 compared to 21,130,286 for the
same period in 2000.

Financial Position
Liquidity and Capital Resources

As of December 31, 2001, cash totaled $488,987 and receivables totaled $152,968.
In November 1999, the Company signed a common share purchase agreement whereby
the investor is committed to purchase up to $12 million of the Company's common
shares over a thirty-month period commencing March 2000, when our F-1
registration statement was declared effective. As at December 31, 2001, four
drawings have been made under this share purchase agreement, for total proceeds
of $1,436,364. Specifically, on August 16, 2000, 152,616 common shares were
issued at a volume weighted average price of $3.2924 per share; on October 12,
2000, 137,889 common shares were issued at a volume weighted average price of
$3.6261 per share, on February 7, 2001, 161,696 common shares were issued at a
volume weighted average price of $2.0240 and on May 31, 2001, 56,108 common
shares were issued at a volume weighted average

                                       17
<PAGE>

price of $1.9466. The Company intends to access financing under this agreement
when appropriate to fund its research and development.

In 2001, the Company completed private placements for 594,100 common shares and
received aggregate proceeds of $1,799,500. On March 6, 2001, 200,000 shares were
issued at a price of $2.06 in a private placement for total proceeds of
$412,000. The private placement included 100,000 warrants, which expire on March
6, 2003, exercisable at a price of $2.06. On August 3, 2001, 80,000 shares were
issued at a price of $2.50 in a private placement for total proceeds of
$200,000. On August 22, 2001, 140,000 shares were issued at a price of $3.75 in
a private placement for total proceeds of $525,000. On October 3, 2001, 110,000
shares were issued at a price of $3.75 in a private placement for total proceeds
of $412,500. On November 14, 2001, 64,100 shares were issued at a price of $3.90
in a private placement for total proceeds of $250,000. A total of $318,055 was
also raised through stock option exercises at prices ranging from $2.25 to
$3.875. The Company intends to raise additional capital in 2002 in order to
pursue its development. To March 31, 2002, the Company completed two private
placements and issued 269,074 common shares for total proceeds of $1,119,000.
The Company believes that funds from operations as well as from existing equity
facilities will be sufficient to meet the Company's cash requirements for the
next twelve months.

The Company invested $340,662 in additional capital assets in the year ended
December 31, 2001, consisting mostly of patent costs, compared to $381,568 in
the same period in 2000.

The Company intends to raise additional capital in 2002 in order to pursue its
development. However, the Company believes that funds from operations as well as
from existing equity facilities will be sufficient to meet the Company's cash
requirements for the next twelve months.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

Revenue
Revenue from sales amounted to $157,688 for the year ended December 31, 2000,
compared with $153,252 for the year ended December 31, 1999. Sales for fiscal
2000 include the revenue from sales of the NicAlert(TM) test of $99,148 and for
the diagnostic test AlzheimAlert(TM) and its predecessor AD7C(TM) of $58,540.
The price for AlzheimAlert(TM) was reduced in 2000, resulting in a drop in
revenue but not in sales volume for this product. Interest revenue was $68,179
in 2000, compared to $36,951 in 1999, derived from interest earned on the
Company's cash balances. The AlzheimAlert(TM) test is an improved version of
this diagnostic product and we anticipate an increase in sales volume and
revenue for this product in the coming years.

Expenses
Research and development expenditures were $2,084,232 for the year ended
December 31, 2000, compared with $1,137,122 for the year ended December 31,
1999, reflecting a net increase in expenditures in the development of the
products in the Company's existing pipeline of $860,380, as well as development
of the potential products acquired with the acquisition of Serex Inc. of
$86,730. In 2000, research tax credits amounted to $10,457 compared to $4,181 in
1999.

                                       18
<PAGE>

Management reduced its marketing activities resulting in a decrease in
expenditures to $363,142 for the year ended December 31, 2000 compared to
$942,205 for the year ended December 31, 1999.

General and administrative expenses amounted to $1,335,500 for the year ended
December 31, 2000, compared with $1,229,894 in the year ended December 31, 1999.
The increase was principally due to the acquisition of Serex Inc. in 2000.

Results of Operations
Net losses for the period ended December 31, 2000 were $4,023,979, or $0.19 per
share, compared to $3,314,296, or $0.17 per share, for the same period in 1999.
The weighted average number of common shares outstanding for the period ending
December 31, 2000 were 20,890,735 compared to 19,886,430 for the same period in
1999.

The Company invested $381,568 in additional capital assets in the year ended
December 31, 2000, consisting mostly of patent costs, compared to $164,783 in
the same period in 1999.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

Revenue
Revenue on sales for the AD7C(TM) test amounted to $153,252 for the year ended
December 31, 1999, compared with $104,804 for the year ended December 31, 1998,
reflecting an increase in sales volume for this test. All of the sales revenue
was derived from our AD7C(TM) urine test service offered in our clinical
reference laboratory. Interest revenue was $36,951 in 1999 compared to $168,761
in 1998, derived from interest earned on the cash and short-term investments
received from the private placements referred to previously.

Expenses
Research and development activities were reorganized resulting in a decrease in
expenditures to $1,137,122 for the year ended December 31, 1999, compared with
$2,091,745 for the year ended December 31, 1998. In 1999, research tax credits
amounted to $4,181 compared to $4,003 in 1997.

Management reduced its marketing activities resulting in a decrease in
expenditures to $942,205 for the year ended December 31, 1999 compared to
$2,245,023 for the year ended December 31, 1998.

General and administrative expenses amounted to $1,229,894 for the year ended
December 31, 1999, compared with $550,269 in the year ended December 31, 1998.
This rise is attributable to net increases in professional fees of $195,242,
shareholder relations of $256,063, and in administrative personnel of $101,943.

                                       19
<PAGE>

Results of Operations
Net losses for the period ended December 31, 1999 were $3,314,296, or $0.17 per
share, compared to $4,783,213, or $0.25 per share, for the same period in 1998.

Inflation

We do not believe that inflation has had a significant impact on the results of
our operations.






                                       20
<PAGE>
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

Dr. Paul Averback, M.D., D.A.B.P., 51, President and Director since September
1995 and Chairman since June of 2001, is the founder of Nymox and the inventor
of much of its initial technology. Prior to founding Nymox, Dr. Averback served
as President of Nymox's predecessor, DMS Pharmaceuticals Inc. He received his
M.D. in 1975 and taught pathology at universities, including Cambridge
University, England (1977-1980), during which time he initiated his research on
Alzheimer's disease. He has practiced medicine in numerous Canadian institutions
as well as in private practice. Dr. Averback has published extensively in the
scientific and medical literature.

Dr. Hans Black, MD, 48, Director since May 13, 1999, has a doctorate in medicine
from McGill University, and has been Chairman and Chief Investment Officer of
Interinvest Consulting Corporation, a Montreal-based global money management
firm with offices in Toronto and Boston and affiliates in Bermuda and Zurich,
for over twenty five years. Dr. Black appears regularly on the PBS network show,
Nightly Business Report, and has been a guest lecturer at Harvard, Temple and
McGill Universities. Dr. Black is a member of the boards of Fonds de Recherche
de l'Institut de Cardiologie de Montreal and L'Opera de Montreal, a member of
the Advisory Council of The Paul H. Nitze School of Advanced International
Studies of Johns Hopkins University, and is a member of the board of the
NASDAQ-listed Nymox Corporation. In addition, Dr. Black serves as chairman of
the board of the Quebec-based food company, Les Aliments SoYummi Inc.

Jack Gemmell, 50, has been a Director since June, 2001 and is Nymox's General
Counsel and Chief Information Officer. He graduated from the Faculty of Law at
the University of Toronto in 1977 and was called to the bar in 1979. He
practiced in private practice primarily in the area of litigation for over 19
years with before joining Nymox in July, 1998.

Michael R. Sonnenreich, 64, Director since April 18, 2000, is a graduate of
Harvard University Law School, and has been Senior Partner of Michael
Sonenreich, since 1973, Chairman and CEO of Kikaku America International for the
past fifteen years, and President and CEO of Glocal Communications Corp. Ltd. of
London for the past five years. He is also Vice Chairman of PharMa International
Corporation of Tokyo, Director of Asset Advisory Services of Zurich, Member of
the Board of Advisors of John Hopkins University School of Advanced
International Studies and Member of the Board of Overseers of Tufts University
Medical School. Mr. Sonnenreich has in the past been a Board Member or a Trustee
of numerous important companies and universities, and has long-term involvements
with many non-profit institutions, and served as President of the National
Coordinating Council on Drug Education.

Professor Walter P. von Wartburg, 63, Director since April 18, 2000, is a
partner in the private law practice of Law & Life Sciences in Basel,
Switzerland, specializing in biotech and drug regulatory affairs. Prior to
joining Law & Life Sciences, Professor von Wartburg spent 32 years in the
pharmaceutical industry. Most recently, from 1996 to 1999, he was Chief
Information Officer of Novartis and from 1990-1996, he was Chief of Staff of
Ciba-Geigy (which merged with Sandor in 1996 to form Novartis). From 1980 to
1990, he was a member of the Executive Committee of Ciba-Geigy. He is a law
graduate of the Universities of Basel, Paris, Princeton,

                                       21
<PAGE>

Stanford and Harvard Law School; Member of the Basel Bar Association and
Professor on public health policy at the Saint Gall Graduate School of
Economics, Business and Public Administration. He is author of various books and
articles on drug abuse, pharmaceutical legislation, biotechnology, issues
management, communications and business administration. He is also the
Founder-President of the Swiss Foundation for the Mentally Handicapped "PRO
MENTE SANA;" Member of the National Advisory Board of the Bioethics Institute of
the Johns Hopkins University and past Chairman of the Board of the University
Hospital of Basel.

Michael Munzar, M.D., 48, Medical Director since June 1, 1996, received an M.D.
from the Faculty of Medicine, McGill University, in 1979. He practiced medicine
for over 15 years in a variety of institutional and private practice settings.
He has a diverse medical background that includes most aspects of medical care,
including geriatrics and psychiatry. He also has extensive business experience
with the establishment, operation and management of medical facilities.

Mr. Roy M. Wolvin, 47, Secretary-Treasurer and Chief Financial Officer since
September 1995. Prior to September 1995, Mr. Wolvin was Account Manager, private
business, for a Canadian chartered bank. Mr. Wolvin holds a degree in Economics
from the University of Western Ontario.

Compensation

The table below provides compensation information for the fiscal year ended
December 31, 2001 for each executive officer of Nymox and for the directors and
executive officers as a group.

Summary Compensation Table

<TABLE>
<CAPTION>
                                            Fiscal Year ending                         Fiscal Year ending
                                              Dec. 31, 2001                               Dec. 31, 2000
     NAME AND                                             OTHER CASH                                 OTHER CASH
  PRINCIPAL POSITION                   SALARY             COMPENSATION            SALARY             COMPENSATION

<S>                                   <C>                     <C>                <C>                     <C>
Dr. Paul Averback                     CAN$50,000              --                 CAN$137,500             --
President and C.E.O.                  (US$31,391)                                 (US$86,326)

Mr. Roy Wolvin                        CAN$70,000              --                  CAN$84,375             --
Secretary-Treasurer                   (US$43,948)                                 (US$52,973)

Mr. Jack Gemmell                      CAN$96,000              --                 CAN$118,161             --
General Counsel                       (US$60,271)                                 (US$74,184)

Dr. Michael Munzar                   CAN$138,000              --                 CAN$171,000             --
Medical Director                      (US$86,640)                                (US$107,358)

All directors and senior             CAN$354,000              --                 CAN$511,036             --
management as a group                (US$222,250)                                (US$320,841)

</TABLE>

Nymox does not have written employment contracts with any of the senior
management named above.

                                       22
<PAGE>

Directors of Nymox, with the exception of the President and our General Counsel,
are paid a fee of $1,000 for each board meeting attendance and are reimbursed
for expenses incurred in connection with their office.

The Company does not have any pension plans or other type of plans providing
retirement or similar benefits for senior management.

Board Practices

Directors are elected at each annual meeting for a term of office until the next
annual meeting. Executive officers are appointed by the board of directors and
serve at the pleasure of the board. Other than Dr. Averback, no other officer or
director previously was affiliated with DMS Pharmaceuticals Inc.

There are no family relationships between any director or executive officer and
any other director or executive officer.

Nymox does not have written contracts with any of the directors named above. The
Company does not have any pension plans or other type of plans providing
retirement or similar benefits for directors, nor any benefits upon termination
of service as a director.

Nymox's Audit Committee recommends to the Board of Directors the firm to be
appointed each year as independent auditors of the company's financial
statements and to perform services related to the completion of such audit and
the compensation to be paid to the firm. The Audit Committee also has
responsibility for:

       o      reviewing the scope and results of the audit with the independent
              auditors;

       o      reviewing with management and the independent auditors the
              company's interim and year-end financial condition and results of
              operations;

       o      considering the adequacy of the internal accounting, bookkeeping
              and control procedures of the company; and

       o      reviewing any non-audit services and special engagements to be
              performed by the independent auditors and considering the effect
              of such performance on the auditors' independence.

The Audit Committee also reviews at least once each year the terms of all
material transactions and arrangements between the company and its affiliates.
The Chairman of the Audit Committee is Hans Black, M.D. and the other members
are Michael Sonnenreich and Walter von Wartburg.

Nymox's Human Resources and Compensation Committee establishes and reviews
overall policy and structure with respect to compensation matters, including the
determination of compensation arrangements for directors, executive officers and
key employees of the company. The Committee is also responsible for the
administration and award of options to purchase shares pursuant to the company's
option and share purchase plans. The Chairman of the Human Resources and
Compensation Committee is Professor Walter von Wartburg and the other members
are Dr. Hans Black, Michael Sonnenreich and Paul Averback, M.D. (ex officio).

                                       23
<PAGE>

Employees

In addition to the employees in its Maywood and St.-Laurent laboratories and
offices, Nymox carries out its work with the assistance of an extensive group of
research collaborators, out-sourced manufacturing teams, research suppliers,
research institutions, service providers and research consultants. To help
carrying out its marketing, Nymox has over 60 independent medical
representatives detailing its products.

In its Maywood and St.-Laurent laboratories and offices, for the year 2001, the
company employed on the average twenty-one persons with fifteen in research and
development and six in administration and marketing; for the year 2000
twenty-three persons (eighteen in research and development and five in
administration and marketing); and for the year 1999, twenty-nine persons
(sixteen in research and development and thirteen in administration and
marketing).

Share Ownership

As of May 31, 2002, the numbers of common shares owned by and options granted to
directors and senior officers of the Corporation were as follows:

<TABLE>
<CAPTION>
                                                         Options       Options Not       Exercise       Expiry Date
              Name                Common Shares Owned     Vested         Vested           Price            M/D/Y

<S>                                    <C>               <C>            <C>              <C>              <C>
Paul Averback, M.D.                    12,650,895

Hans Black, M.D.                           10,000         25,000                            $3.12         05/13/09
                                                                                          (C$4.50)
                                                          25,000                            $3.875        05/01/10
                                                          20,000        30,000              $6.93         05/01/10
                                                                                         (C$10.00)
                                                          10,000                            $4.70         06/15/10
                                                          25,000        50,000              $4.33         11/13/11

Michael Sonnenreich                        35,000        100,000                            $3.875        05/01/10
                                                          25,000        50,000              $4.33         11/13/11

Walter von Wartburg                        42,000        100,000                            $3.875        05/01/10
                                                          25,000        50,000              $4.33         11/13/11

Jack Gemmell                               10,525         50,000                            $6.93         01/22/09
                                                                                         (C$10.00)
                                                          25,000                            $3.875        05/01/10
                                                          25,000                            $1.93         04/22/11

Roy Wolvin                                  5,000         10,000                            $2.25         01/17/06
                                                                                          (C$3.25)
                                                          10,000                            $9.53         01/17/06
                                                                                         (C$13.75)
                                                          10,000                            $6.79         01/17/06
                                                                                          (C$9.80)
                                                          20,000                            $6.93         01/17/06
                                                                                         (C$10.00)
                                                          20,000                            $3.12         05/13/09

                                       24
<PAGE>
<CAPTION>
                                                         Options       Options Not       Exercise       Expiry Date
              Name                Common Shares Owned     Vested         Vested           Price            M/D/Y

<S>                                    <C>               <C>            <C>              <C>              <C>
                                                                                          (C$4.50)
                                                           5,000                            $1.93         04/22/11

Michael Munzar                             33,925         50,000                            $7.97         04/30/06
                                                                                         (C$11.50)
                                                           5,000                            $6.24         10/31/07
                                                                                          (C$9.00)
                                                          30,000                            $6.93         10/31/07
                                                                                         (C$10.00)
                                                                        10,000              $6.93         10/31/07
                                                                                         (C$10.00)
                                                          20,000                            $3.12         05/13/09
                                                                                          (C$4.50)
                                                          50,000                            $3.90         08/25/10
                                                          35,000                            $1.93         04/22/11
</TABLE>

Options

Nymox has created a stock option plan for its key employees, its officers and
directors and certain consultants. The board of directors of Nymox administers
the plan. The board may grant options to purchase a specified number of common
shares of Nymox to a designated individual. The total number of common shares to
be optioned to any one individual cannot exceed 5% of the total number of issued
and outstanding shares and the maximum number of common shares which may be
optioned under the plan cannot exceed 2,500,000 shares without shareholder
approval.

The board fixes the option price per share for common shares that are the
subject of any option, when it grants any such option. The option price cannot
involve a discount to the market price when the option is granted. The period
during which an option is exercisable shall not exceed 10 years from the date
when the option is granted. The options may not be assigned, transferred or
pledged and expire within three months of the termination of employment or
office with the Company and six months of the death of an individual.

Legal Proceedings

Amro International, S.A., a Panamanian company, served Nymox with a Statement of
Claim filed with the Ontario Superior Court of Justice (Court File No.
00-CV-201587), claiming to be entitled to the issuance of 388,797 shares in
accordance with repricing provisions contained in the March 2000 agreement
between Amro and Nymox and to damages of $4 million for lost opportunity to sell
these shares. Nymox believes that Amro's interpretation of the repricing
provisions in the March 2000 agreement is incorrect and that Amro's damage
claims are without merit. Nymox has filed a Statement of Defense and intends to
defend the action vigorously and to consider its other options with respect to
this matter. It is important to note that paragraph (c) of Note 7 to the
Consolidated Financial Statements of Nymox for the years ended December 31,
2001, 2000 and 1999 states that AMRO is claiming damages of $275,000. This
number was determined at the time the Financial Statements were prepared based
on discussions and correspondence to reach settlement arrangements in September
of 2001, which considered a

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reduced claim of $275,000. These arrangements were never consummated and,
therefore, AMRO's original claim of $4,000,000 in damages remains in effect.

Dr. Fitzpatrick, a former employee, has filed a demand for arbitration with the
American Arbitration Association concerning the termination of her employment
with the company. She is claiming damages of up to $498,000.00 based upon
alleged violations of New Jersey law and breach of an employment agreement, plus
attorneys fees and costs. The company believes these claims are without merit
and intends to defend the matter vigorously.







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                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this amendment to its annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                          NYMOX PHARMACEUTICAL CORPORATION
                                                   (Registrant)

                                                /s/ Paul Averback
                                            --------------------------
                                                Paul Averback
                                                Title: President
Date: July 25, 2002






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