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                       SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549

                                    FORM  10-K

(Mark  One)
/X/               ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
                     OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

                   For  the  fiscal  year  ended  December  31,  2000
                                       OR

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

                   For  the  Transition  period  from  ____  to  ____

Commission  File  Number  000-22347
                       ---------

                             ASCENT  PEDIATRICS,  INC.
             (Exact  name  of  registrant  as  specified  in  its  charter)

         Delaware                                                 04-3047405
 (State  or  other jurisdiction of                                 (IRS Employer
  incorporation  or  organization)                   Identification  No.)

            187  Ballardvale  Street,  Suite  B125,  Wilmington,  MA  01887
          (Address  of  principal  executive  offices,  including  zip  code)

                                 (978)  658-2500
              (Registrant's  telephone  number,  including  area  code)

Securities  Registered  Pursuant  to  Section  12(b)  of  the  Act:  None

Securities  Registered  Pursuant  to  Section  12(g)  of  the  Act:

                Depositary Shares, each representing one share of
Common Stock, par value $.00004 per share, which is represented by a depositary
                                    receipt.
                         Common Stock, $.00004 par value
                                (title of class)

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 reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  YES  _X_  NO  ___

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

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  was approximately $6,460,574 based on the last reported bid price of
the  depositary  shares  of  the  registrant  on  March  27,  2001  on  the
Over-The-Counter  Bulletin  Board.  As  of March 27, 2001, there were 17,009,722
depositary  shares outstanding, each representing one share of common stock, par
value  $.0004  per  share,  of  the  registrant  and represented by a depositary
receipt.

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                       Documents Incorporated by Reference

Items  10,  11,  12  and  13  of  Part III (except for information required with
respect  to  executive  officers  of  Ascent,  which is set forth under Part I -
Business  -  "Executive  Officers  of  the Company") have been omitted from this
report,  since  Ascent  will  file  with the Securities and Exchange Commission,
not  later  than 120 days after the close of its fiscal year, a definitive proxy
statement.  The  information  required by Items 10, 11, 12 and 13 of Part III of
this  report,  which  will  appear  in  the  definitive  proxy  statement,  is
incorporated  by  reference  into  this  report.

See  exhibit  index  on  page  A-1.

                                     PART I

ITEM  1.   BUSINESS

Ascent  Pediatrics,  Inc.  ("Ascent"  or  the  "Company"),  formerly  Ascent
Pharmaceuticals,  Inc., incorporated in Delaware on March 16, 1989, is currently
focused  on  marketing  products  exclusively to the pediatric market. Since its
inception,  until  July  9,  1997,  Ascent  has  operated as a development stage
enterprise  devoting  substantially  all  of  its  efforts to establishing a new
business.  We  introduced  our  first  two  products,  Feverall  acetaminophen
suppositories and Pediamist nasal saline spray, to the market in the second half
of  1997.  We  introduced  Primsol(R)  trimethoprim  solution,  a  prescription
antibiotic,  to  the  market  in  February  2000  and Orapred(R) syrup, a liquid
steroid for the treatment of inflammation, including inflammation resulting from
respiratory  conditions, to the market in January 2001. On December 29, 2000, we
sold the Feverall product line in an asset sale to Alpharma USPD Inc. ("Alpharma
USPD")  in  exchange  for  the cancellation by Alpharma USPD of $12.0 million of
indebtedness  owed to Alpharma USPD by us, although we have maintained the right
to  repurchase  the  product  line  through  December  2001  at  the same price.

STRATEGY

Our  objective  is  to  be  a  leader  in  the  development  and  marketing  of
pharmaceuticals  specifically  formulated for use by children. We have sought to
develop  products  that  are  based  on  commonly-prescribed  off-patent
pharmaceuticals  which  we  have  sought  to  improve  by  reducing their dosing
frequency, improving their taste, making them easier to administer or developing
them  as  substitutes  for  products  with  considerable  side  effects.

On  July  23,  1999, we consummated a strategic alliance with Alpharma, Inc. and
Alpharma  USPD. As part of this strategic alliance, Alpharma USPD agreed to loan
us  up to $40.0 million from time to time for certain corporate purposes, and we
assigned  to Alpharma USPD a call option, exercisable in the first half of 2003,
to  purchase  all  of  the  Ascent common stock then issued and outstanding at a
price to be determined by an earnings-based formula. As of December 29, 2000, we
had borrowed an aggregate of $12.0 million in principal under our loan agreement
with  Alpharma  USPD,  dated  as  of February 16, 1999, as amended, by and among
Ascent, Alpharma USPD and Alpharma, Inc. On December 29, 2000, we entered into a
series  of  agreements  with  Alpharma  USPD terminating the strategic alliance,
including  the loan agreement. As part of these agreements, Alpharma USPD agreed
not  to  exercise  its call option and purchased our Feverall product line in an
asset  sale  in  exchange  for  the  cancellation by Alpharma USPD of all of the
indebtedness  owed  to  Alpharma  USPD  by  us  under  the  loan  agreement.

Since  the  latter  half  of  1999,  we  have  devoted  much of our resources to
obtaining  regulatory approval of Primsol and Orapred and commercially launching
these  products. In December 1999, due to limitations on resources, we suspended
the  development  of any products in development until such time, if ever, as we
obtained the resources to continue product development efforts.  Key elements of
our  strategy  are  as  follows:

-     Continue  to  Promote  and Expand Sales of Orapred and Primsol. We seek to
continue  to  broaden  and  expand  sales  of  Orapred and Primsol. We expect to
continue  to  focus  our resources on promoting these selected products. We will
continue  to  leverage the industry expertise of our senior management and sales
force  in  this  effort.

-     Maintain  Sales  Force.  We intend to maintain and, in the future, seek to
expand  our sales force, which focuses exclusively on the marketing of pediatric
pharmaceutical products. We believe that the exclusive focus by our direct sales
force  on  the  marketing  of  pediatric  pharmaceutical  products  meaningfully
differentiates  us  from other pharmaceutical companies in the pediatric medical
community.  We  seek  to  continue  to  have  our  sales representatives conduct
personal  sales  calls  and  attend  industry  conferences,  seminars  and other
meetings.

-     Leverage  Pediatric Presence. We intend to leverage our corporate identity
in  the pediatric pharmaceutical market as well as our specialty pediatric sales
force  to  increase acceptance of our products and attract new opportunities for
third-party  collaborations.
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     Establish  Co-promotion  or  Other  Marketing  Arrangements for Third Party
Products.  We intend to leverage our marketing and sales capabilities, including
our  sales  force,  by seeking to enter into arrangements to promote third party
pharmaceutical  products to pediatricians. For example, since we established our
sales  force  in  July  1997, we have entered into co-promotion agreements under
which  we promoted the combination corticosteroid/antibiotic, Pediotic , Omnicef
(cefdinir)  oral suspension and capsules, and Duricef  (cefadroxil mono hydrate)
oral suspension. All of these agreements have either expired or been terminated.

-     Acquire  or In-License Additional Pediatric Products. Subject to available
resources,  we  intend  to  continue to seek to leverage our marketing and sales
capabilities by acquiring or in-licensing additional products. In particular, we
intend  to  look  for prescription pharmaceuticals that are designed to increase
patient  compliance, improve therapeutic efficacy or reduce side effects or that
we  can  modify,  if we resume product development, to incorporate such features
through the application of our technologies. We believe that our exclusive focus
on  the  pediatric  market may facilitate the acquisition of product rights from
third  parties.

-     Develop  Proprietary  Formulations  of  Approved  Compounds.  We intend to
select  and  seek  to develop as product candidates, if our resources adequately
improve,  commonly-prescribed  off-patent  pharmaceuticals.  We  believe  that
developing products based on commonly prescribed pharmaceuticals rather than new
drugs  reduces  regulatory  and  development  risks  and  shortens  the  product
development cycle. In addition, we believe that the familiarity of pediatricians
with  the  drugs that serve as the basis of our products will enhance the market
acceptance  of  these  products.

-     Continue  To  Focus  Exclusively  on  Pediatric  Market.  We  are  focused
exclusively  on  pharmaceuticals  for  children  and promoting these products to
pediatricians,  pediatric  nurses  and  other  pediatric  caregivers. The United
States market for prescription pharmaceutical products for children age 16 years
and  under  was  estimated  to be approximately $5.1 billion in 2000. We believe
that  this  market  has  been  underserved  in  comparison  with  the  adult
pharmaceutical  market  in  terms  of  both  development  of  specially designed
products and targeted promotion and represents an attractive market opportunity.

TECHNOLOGIES

We  have developed internally, or acquired rights through in-licensing or supply
arrangements,  a  range  of  technologies  which  we  use in our products. These
technologies  include:

-     Taste  Masking.  Taste  masking  involves  the  removal  or  masking of an
objectionable  or  unpleasant  taste  of  various  common  ingredients  used  in
pediatric  pharmaceuticals.  We believe that a drug's taste is a critical factor
in  pediatric patient compliance, particularly when frequent dosing is required.
We  have  developed  and  patented a taste masking technology based on a complex
three-tiered  system  that  entails  dissolving a drug through the addition of a
polymer,  adding  carefully  selected debittering agents to neutralize the taste
and  then  adding  pleasant  flavors  which  are  compatible  with  the physical
characteristics  of  the  drug  formulation.  We have applied this taste masking
technology  to liquid dosage forms of our products because of the widespread use
of  liquids  in  the  pediatric  pharmaceutical  market.

-     Extended-release.  This  technology  involves  coating an active drug with
certain  substances  in  a  manner  that  allows  the drug to be released in the
patient  at  specific  rates  over  time.  The  extended-release  manufacturing
procedures  may  also mask the unpleasant taste of a drug. We have developed our
own extended-release technology and have in-licensed extended-release technology
from  a  third  party.  We  have applied these technologies to reduce the dosing
frequency  and,  in  some  cases,  improve  the  taste  of  our  products.

PRODUCTS

The  following  table  summarizes  the products that we are currently marketing.
These  products  are  described  in  more  detail  following  the  table.

<TABLE>
<CAPTION>

<S>                         <C>                       <C>

Product. . . . . . . . . .  Indication                Key Features
--------------------------  ------------------------  -------------------------
Orapred syrup               Inflammation, including   Significant taste
                            respiratory problems . .  improvements
                            (e.g. asthma)

Primsol trimethoprim . . .  Acute middle ear          Reduced toxicity profile;
solution (50mg strength) .  infections                pleasant tasting liquid

Pediamist nasal saline . .  Nasal dryness             Low pressure and volume
spray. . . . . . . . . . .  spray; reduced stinging
</TABLE>
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Orapred  Syrup

We  developed  Orapred  (prednisolone sodium phosphate oral solution) syrup as a
prescription  liquid steroid for the treatment of inflammation associated with a
variety of diseases, principally those of the respiratory system, such as asthma
and  bronchitis.  In  December  2000,  the Food and Drug Administration, or FDA,
approved  the Abbreviated New Drug Application, or ANDA, for a 15mg/5mL strength
of  Orapred  Syrup  for  the treatment of inflammation in children. We commenced
commercial  shipment  of  Orapred  syrup  in  January  2001.  In accordance with
industry  practice,  our  customers  generally have a right of return until they
fulfill  prescriptions  to  the  consumer.

Other available liquid steroid products for the treatment of inflammation have a
bitter  and very unpleasant taste. As a result of the unpleasant taste, children
frequently  do  not  take  these  products  as  directed,  even  though they are
prescribed  for  the  treatment  of serious and, in some cases, life threatening
diseases. We applied our patented taste masking technology to develop Orapred as
a  steroid  product  with  a  pleasant  taste  in  a strength physicians prefer.

Scott-Levin,  a  market audit data service, estimated that in 2000 physicians in
the  United  States  wrote  approximately  4,172,000  prescriptions  for  liquid
steroids,  with  pediatricians writing approximately 57% of these prescriptions.
Scott-Levin  also  estimates  that  the  2000  United  States  market for liquid
steroids  was  approximately  $56,296,000.  We  believe  that  almost all liquid
steroids  are  taken  by  children.

A number of currently available steroids, including prednisolone and prednisone,
are  widely  used  in  pediatrics because of the anti-inflammatory properties of
these  drugs.  Physicians  generally prefer prednisolone and prednisone to other
products,  due to the greater margin of safety of these two drugs. Orapred syrup
contains  the  active  ingredient  prednisolone  sodium  phosphate  which  is
therapeutically  identical to prednisolone. We also have a 5/mg per 5mL strength
of  Orapred  in  development.

Primsol  (Trimethoprim  Solution)

We developed Primsol (trimethoprim HCl oral solution), containing the antibiotic
trimethoprim,  as a prescription drug for the treatment of middle ear infections
in children. In January 2000, the FDA approved the New Drug Application, or NDA,
for  a 50mg strength of Primsol solution for the treatment of acute otitis media
in  children age six months to twelve years. We commenced commercial shipment of
the  50mg  strength  of  Primsol  solution  in February 2000. We had net product
revenues  in 2000 from sales of Primsol of $530,000. In accordance with industry
practice,  our  customers  generally  have  a right of return until they fulfill
prescriptions  to  the  consumer.

Prior  to  Primsol,  trimethoprim  for the treatment of middle ear infections in
children  was  only  available  in  combination  with  the  sulfa  compound
sulfamethoxazole, which is associated with allergic reactions that may be severe
or  even  fatal.  Because  of  the reduced risk of side effects, we believe that
pediatricians  will  be  more  likely  to prescribe Primsol for the treatment of
middle  ear  infections  in  children than other trimethoprim formulations which
contain  sulfamethoxazole.

Acute  infections  are  the  most frequent illness treated by pediatricians, and
middle ear infections are the most common of these infections. By three years of
age,  approximately 80% of children in the United States have developed at least
one  ear  infection.  In  2000,  there  were  approximately 25,189,000 pediatric
patient  visits  to doctors in the United States for the treatment of middle ear
infections.

A  number of antibiotics are currently available for the treatment of middle ear
infections  in  children.  Most pediatricians initially prescribe amoxicillin, a
form  of  penicillin, unless the patient is allergic to the drug or the drug had
previously failed to provide a therapeutic effect in the patient. In such cases,
the  pediatrician  selects a second line antibiotic from a series of alternative
choices, including a trimethoprim/sulfa compound (sold under brand names such as
Bactrim  and  Septra),  cephalosporins  (such  as  Ceclor),  a  combination  of
amoxicillin  and  clavulanic  acid  (such  as  Augmentin) or macrolides (such as
Zithromax  or  Biaxin).  We  are  marketing Primsol solution as a second line of
therapy  to  amoxicillin  and as an alternative to trimethoprim/sulfamethoxazole
combination  products  such  as  Bactrim  and  Septra.

Scott-Levin  estimates  that the United States market for liquid antibiotics for
the  treatment  of middle ear infections in 2000 was approximately $483,599,000,
which  consists  of  approximately  $279,835,000  from  the  sale of amoxicillin
(reflecting  approximately  14,533,000 prescriptions), approximately $9,266,000
from  the  sale  of  trimethoprim/sulfacombination  products  (reflecting
approximately 1,308,000 prescriptions)  and  approximately $194,498,000 from the
sale  of  other  liquid  antibiotics  (reflecting  approximately  6,595,000
prescriptions),  including cephalosporins and macrolides. We believe that almost
all  liquid  antibiotics  are  taken  by  children.
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We  formulated  Primsol  as an oral solution to facilitate its administration to
children.  Because  Primsol  solution  does  not  need  to  be  shaken  prior to
administration,  it  does  not suffer from problems associated with suspensions,
such  as  dose  inconsistency.

Pediamist  Nasal  Saline  Spray

Pediamist  nasal  saline  spray  is an over-the-counter product to relieve nasal
dryness associated with low humidity. This product is administered by a metering
device that we believe is particularly appropriate for use by children. We began
marketing Pediamist nasal spray in October 1997. We did not require FDA approval
to market this product in the United States. We had net product revenues in 2000
from  sales  of  Pediamist  of  $99,000.

Feverall  Acetaminophen  Rectal  Suppositories

In  July  1997,  we  began  marketing  the  Feverall  line  of  over-the-counter
acetaminophen  rectal  suppositories  for  the  treatment of pain and fever. The
Feverall  product line consists of four strengths, 80mg, 120mg, 325mg and 650mg.
Acetaminophen  rectal  suppositories are used in patients, primarily children or
adolescents,  who  cannot take acetaminophen orally as a result of regurgitation
caused by influenza or an inability to tolerate the taste of currently available
liquid  forms  of  acetaminophen.  The  Feverall  suppositories  product line is
covered  by  an effective NDA. We had net product revenues in 2000 from sales of
the  Feverall  product  line  of  $2,766,000.

On  December  29, 2000, pursuant to the terms of a Product Purchase Agreement by
and  between  Ascent  and Alpharma USPD, we sold the Feverall product line in an
asset sale to Alpharma USPD in exchange for the cancellation by Alpharma USPD of
$12  million  of  indebtedness owed by us under our loan agreement with Alpharma
USPD,  although  we  have  maintained  the  right to repurchase the product line
through  December  2001  at  the  same  price.

PRODUCT  DEVELOPMENT

In  December 1999, we suspended all product development efforts until such time,
if at all, as we determine that our financial condition has adequately improved.
If  our  financial  condition  improves  sufficiently such that we begin product
development, we are most likely to begin our efforts with the product candidates
discussed  below.

<TABLE>
<CAPTION>

<S>                  <C>          <C>                           <C>

Product. . .. . . .  Indication   Status                         Key Features
- -----------------  -----------  -----------------      ------  ------------

                                  FDA orally indicated product
Acetaminophen. . . ..Fever. .  .  approvable with certain        Reduced dosing
extended-release . . . . . . . .  modifications; additional      frequency;
sprinkles. . . . . . . . . . . .  development required           improved taste

                                  Phase 3 clinical trials
Pediavent albuterol. Asthma. . .  completed; additional          Reduced dosing
extended-release . . . . . . . .  development required for       frequency;
suspension . . . . . . . . . . .  filing                         improved taste
</TABLE>

Although  we  suspended  all  product  development  efforts in December 1999, we
incurred  research and developments expenses in the year ended December 31, 2000
of  $2.0  million, substantially all of which was in connection with the testing
of  Orapred  and  Primsol.  In  the  year  ended December 31, 1999, research and
development  expenses  were $3.8 million and in the year ended December 31, 1998
were  $4.5  million.

Acetaminophen  Extended-Release  Sprinkles

We  were  developing  acetaminophen  extended-release  sprinkles  as  an
over-the-counter  acetaminophen  product  for the treatment of pain and fever in
children  which can be administered by sprinkling on soft food. We designed this
product  to permit dosing every eight hours, rather than the four hours required
by  currently  available products. In December 1999, we suspended development of
this  product.  We  expect to seek to resume development of this product at such
time,  if  at  all,  as we determine that our financial condition has adequately
improved.

We  were  developing  the  acetaminophen  sprinkles  with  a  proprietary
controlled-release  technology  that  releases  the acetaminophen at an extended
rate  over  time  in order to reduce fever and pain for an eight hour period. We
believe  that dosing every eight hours may significantly increase compliance and
permit  therapeutic  coverage  for  the full 24-hours of each day. To facilitate
administration,  we  formulated  this  product  in  the form of small beads that
either  can  be sprinkled on a soft food that is appealing to the child, such as
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applesauce,  or  delivered  in  a  liquid,  such  as  water.

We  completed  three  Phase  1  definitive  pharmacokinetic trials comparing our
acetaminophen sprinkles to Tylenol extended relief caplets and immediate release
Tylenol  tablets.  These trials involved 63 healthy adults. In these trials, our
sprinkles  exhibited  equivalent bioavailability to the Tylenol product to which
they  were  compared.

In  December  1996,  we  completed  a  Phase 3 clinical trial that evaluated our
acetaminophen  sprinkles  for  the reduction of dental pain. This study involved
125  adults  and  adolescents  and  was  double  blinded,  placebo  and  active
controlled.  Each  patient received a single dose over an eight-hour period. The
data from this study indicated that, for an eight hour period, our acetaminophen
sprinkles  provided  pain relief superior to a placebo and comparable to Tylenol
extended  relief  caplets.

In  February  1997, we completed a second Phase 3 clinical trial of this product
for  the treatment of fever in children. This study involved 125 children with a
fever  between the ages of two and 11 years old. In this second Phase 3 clinical
trial,  we  compared our acetaminophen sprinkles on a double blinded basis to an
immediate  release  presentation  of  acetaminophen  for  efficacy (reduction in
fever)  and  safety.  The  data from this study indicated that our acetaminophen
sprinkles  provided  fever  control  over an eight hour period comparable to the
fever  control  provided  by the immediate release presentation of acetaminophen
and  that,  during  the  fourth  to  sixth hours of treatment, the fever control
provided  by  our  acetaminophen  sprinkles  was  more  effective than the fever
control  provided  by  the  immediate  release  acetaminophen.

We  filed  an  NDA for the acetaminophen sprinkles in December 1997. In December
1998,  the  FDA  issued  a  not-approvable  letter covering this NDA which cited
deficiencies  relating  to  the  manufacture  and packaging of this product. The
letter  also  indicated  that the clinical trials of the acetaminophen sprinkles
did  not  demonstrate  adequate duration of action for the treatment of pain and
that the product should only be used in patients older than two years of age. In
discussions  with  the  FDA,  the FDA indicated to us that with changes and data
required  to  address  the manufacturing and packaging deficiencies, the product
may  be  approvable  for  the  fever  reduction  indication  but that additional
clinical  data  is  required  for  approval  of  the  pain  indication.

Pediavent  Albuterol  Extended-Release  Suspension

We  were  developing  Pediavent  albuterol  extended-release  suspension  as  a
prescription  product  for  the  treatment  of  asthma.  We were developing this
product  to  mask  the  normal bitterness of albuterol and to permit twice-a-day
administration.  In  December 1999, we suspended development of this product. We
expect to seek to resume development of this product at such time, if at all, as
we  determine  that  our  financial  condition  has  adequately  improved.

We  were  developing  Pediavent  as  a  suspension in the form of granules which
contained  albuterol  within  a  coating. The coating allows the albuterol to be
released  at  an  extended  rate and masks the normal bitterness of the drug. To
enhance  patient  compliance,  we  were  designing  this product for twice-a-day
administration.  Twice-a-day  dosing  also  avoids  waking  a  child at night to
administer  medication.

In  October  1998, we completed Phase 3 clinical trials of Pediavent to evaluate
control  of asthma symptoms, lung efficiency and safety in children with asthma.
The  study  was  a  multi-center,  open label, comparative study performed in 63
children, ages two to six, with chronic asthma. For a one month period, patients
received either Pediavent suspension twice daily or an immediate release form of
albuterol, three times daily. The parents of each patient monitored their status
daily  and  a  physician  examined  each  patient  weekly.  Parent and physician
evaluation  indicated  that  Pediavent suspension, taken twice daily, is as safe
and effective in controlling asthma in children as the immediate release form of
albuterol,  taken  three  times  daily.

Late  stage  review of the current formulation of Pediavent showed the inclusion
of a grade of an inactive coating material, known as glycerol monostearate, that
may  not be acceptable for internal use. We will need to replace this ingredient
with  an  acceptable  grade  of glycerol monostearate. The review also uncovered
issues  related  to  the  reproducibility  of the analytical test method and the
reliability  of  the  manufacturing  process  to reproduce the product initially
evaluated  in  the  European  Phase  I  trials.

The  FDA  must  approve an NDA covering Pediavent in order for us to market this
product  in  the  United  States.  We  expect  that if we were to resume product
development  we  would submit a request to the FDA for three years of protection
under  the  Waxman-Hatch  Act  against the approval of a competitor's ANDA for a
generic  version  of  Pediavent for the treatment of asthma in children under 12
years  of  age,  which  ANDA  is  based  on  our  clinical  trial  results.
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SALES  AND  MARKETING

We believe that our exclusive focus on the marketing of pediatric pharmaceutical
products  meaningfully  differentiates us from other pharmaceutical companies in
the  pediatric  medical  community. We established our sales organization during
the  second half of 1997, coincident with the market introduction of our initial
two  products,  Feverall  acetaminophen rectal suppositories and Pediamist nasal
saline  spray.  As  of March 1, 2001, our sales force consisted of five regional
sales  managers,  40  full-time  sales  representatives  and  15  flex-time  (or
part-time)  sales  representatives. The primary focus of our marketing and sales
efforts  are  pediatricians  and  pediatric  nurses who are responsible for most
prescriptions  written for children in the United States and play a central role
in  recommending  over-the-counter  medications  for  children.

We  chose  to  establish  our own sales force instead of using third party sales
organizations because we believed that we could more efficiently and effectively
implement  marketing  and  sales  initiatives  through  a direct sales force. We
believe  that  we  can  reach  much of the United States pediatric market with a
moderately  sized  sales  force and carefully controlled marketing expenditures,
because  pediatricians  and pediatric nurses are generally concentrated in group
practices  in  urban  and  suburban  centers.

Our  sales  representatives  conduct  personal  sales  calls and attend industry
conferences,  seminars  and  other  meetings.  We advertise our products through
direct  mail  and  advertisements in speciality pediatric journals. Because more
than  71%  of  patients  are covered by a managed care program, such as a health
maintenance  organization,  preferred  provider  organization  or state Medicaid
program,  we  also  promote our products directly to managed care providers with
the goal of obtaining inclusion of these products on the providers' formularies.

Sales  to  Warner-Lambert  Company accounted for 20% of our net revenues for the
year  ended  December  31,  2000  and 50% of our net revenues for the year ended
December 31, 1999.  In addition, sales to McKesson HBOC accounted for 11% of our
net revenues for the year ended December 31, 2000.  We do not have any long-term
contracts  with any of our customers. We expect to continue to derive a majority
of  our  revenues  from  a  limited  number  of  customers  in  the near future.

We  plan to continue to leverage our marketing and sales capabilities by seeking
to  enter  into  arrangements  to promote third party pharmaceutical products to
pediatricians.  For  example, since we established our sales force in July 1997,
we  have  entered  into  co-promotion  agreements  under  which  we promoted the
combination  orticosteroid/antibiotic  Pediotic(R),  Omnicef(R)  (cefdinir) oral
suspension  and  capsules,  and  Duricef(R)  (cefadroxil  mono  hydrate)  oral
suspension.  We plan to continue to evaluate third-party products for promotion.

MANUFACTURING  AND  DISTRIBUTION

We  rely on third parties to manufacture our products for commercial production.
Accordingly,  we do not have any manufacturing facilities and have not sought to
employ  direct manufacturing personnel. The components of our products generally
are  available  from  a variety of commercial suppliers and are inexpensive. The
production  of our products involves known manufacturing techniques, although we
have  developed  certain  proprietary manufacturing technologies that we seek to
protect  as  trade  secrets.

We believe that a number of third party manufacturers, both in the United States
and  abroad,  are  capable of manufacturing our products. We intend to establish
supply  agreements  with  manufacturers  that  comply  with  the  FDA's  Good
Manufacturing  Practices  and  other regulatory standards. Certain of our supply
arrangements  require  us to buy all of our requirements of a particular product
exclusively  from  one  supplier.  Moreover,  FDA  regulations  provide  that  a
manufacturer  cannot  supply  a  product  to us, and we cannot sell the product,
unless  the  manufacturer  is  properly qualified (i.e., demonstrates to the FDA
that  it  can  manufacture  the product in accordance with applicable regulatory
standards).  For each of our products, we have qualified only one supplier, even
though the contractual arrangement with the supplier may permit us to qualify an
additional  supplier.

To  date,  we  have  entered  into several agreements with third parties for the
manufacture  of our products. Currently, we are a party to two supply agreements
with Lyne Laboratories, Inc. for the manufacture of Primsol solution and Orapred
syrup,  respectively.  These  agreements  provide  as  follows:

-     we  have agreed to purchase all amounts of such products as we may require
for  sale in the United States from Lyne in accordance with an agreed upon price
schedule;  and

-     the  Primsol  agreement may be terminated by either party on three months'
notice  any time after October 17, 2004. The Orapred agreement may be terminated
by  either  party  on  twelve  months  notice  after  January  2,  2007.

In  October  1996, we entered into an agreement with Recordati S.A. Chemical and
Pharmaceutical  Company  relating  to  the  manufacture  of  Pediavent albuterol
controlled-release  suspension.  In  the  future,  we  may  establish  our  own
manufacturing  facilities  if  it  becomes  economically attractive to do so. In
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order for us to establish a manufacturing facility, we would require substantial
additional  funds  and significant additional personnel, neither of which may be
available  to  us. In addition, we would need to comply with the FDA's extensive
manufacturing  regulations.

We distribute our products through Alpharma's distribution warehouse. Under this
arrangement, the manufacturers of products ship the products to the distribution
warehouse,  which  performs  various  functions  on  our behalf, including order
entry,  customer  service  and collection of accounts receivable. We may seek to
develop the capability to perform some or all of these functions through our own
personnel  in  the  future.

COMPETITION

Competition  in  the  pediatric  pharmaceutical  market  is intense. Although we
believe  that no competitor focuses its commercial activities exclusively on the
pediatric  pharmaceutical  market,  several  large pharmaceutical companies with
significant research, development, marketing and manufacturing operations market
prescription  pediatric  products.  These  companies  include:

-     GlaxoSmithKline,  which  markets  Ceftin(R)  oral  suspension;

-     Eli  Lilly  and  Company,  which  markets  Ceclor(R)  suspension;

-     Bristol-Myers  Squibb  Company,  which  markets Cefzil(R) oral suspension;

-     Ortho-McNeil  Pharmaceutical  Division  of  Johnson  & Johnson Inc., which
markets  Tylenol(R)  suspension;

-     Pfizer  Inc.,  which  markets  Zithromax(R)  oral  suspension;

-     Ross  Products  Division  of  Abbott  Laboratories  Inc.,  which  markets
Omnicef(R)  syrup;

-     Schering-Plough  Corporation,  which  markets  Cedax(R)  oral  suspension,
Claritin(R)  Reditabs,  Proventil(R)  syrup;

-     Muro  Pharmaceuticals,  Inc.,  an  ASTA  Medica  company,  which  markets
Prelone(R);  and

-     Celltech  Group  plc,  which  markets  Pediapred(R).

We  believe  that  key  competitive  factors  affecting  our  success  include:

-     the  efficacy,  side effect profile, taste, dosing frequency and method of
administration  of  our  products;

-     patent  or  other  proprietary  protection;

-     brand  name  recognition;

-     price;

-     timing  of  market  introduction  of  competitors'  products;  and

-     ability  to  attract  and  retain  qualified  personnel.

Many  of our competitors have substantially greater name recognition and greater
financial,  technical  and human resources than us. Furthermore, we will compete
against  these  larger  companies  with  respect to manufacturing efficiency and
marketing  capabilities,  areas  in  which we have limited or no experience. Our
competitors  may  introduce  competitive  pricing  pressures  that may adversely
affect  our  sales levels and margins. Moreover, many of these competitors offer
well  established,  broad product lines and services which we do not offer. Many
of  the  products  offered by these competitors have well known brand names that
have  been  promoted  over  many  years.

We  currently  market  three  products  as  alternative treatments for pediatric
indications  for  which  products  with  the  same  active  ingredient  are
well-entrenched in the market. For example, we are marketing Primsol solution, a
trimethoprim  antibiotic,  for  the treatment of middle ear infections for which
pediatricians  often  prescribe the well-known combination therapies Bactrim and
Septra, which also contain trimethoprim. Our products also compete with products
that  do  not  contain  the  same  active  ingredient  but are used for the same
indication  and  are  well  entrenched within the pediatric market. For example,
Primsol  solution  competes  against  other  antibiotics, including amoxicillin.

LICENSE  AND  MARKETING  AGREEMENTS

We  have  obtained rights to manufacture and/or market products through licenses
and  other  arrangements with third parties. Set forth below is a summary of our
license  with  Recordati  with  respect  to  our  Pediavent  product.
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Recordati  License.  We  obtained  a  license  from  Recordati S.A. Chemical and
Pharmaceutical Company under their patents and patent applications to clinically
test,  register,  market,  distribute  and  sell  an extended-release suspension
system  formulation  of  albuterol in the form of coated granules, which we were
developing  as  Pediavent  until  December  1999  when  we suspended all product
development.  The  license  is  exclusive  in all countries other than Italy and
Spain.  Our license rights under this agreement will terminate with respect to a
particular  country if (a) we do not notify Recordati within two years of filing
for  FDA  marketing  approval  of  Pediavent  of  our  intention  to  pursue the
commercial  development  of Pediavent in such country or (b) a joint development
committee  determines  that  the  commercial  development  of  Pediavent in such
country  is  not technically feasible. We may also sublicense our license rights
under  this  agreement, subject to certain restrictions in certain countries. We
have  agreed  to collaborate with Recordati on the development, clinical testing
and  regulatory  approval  of  Pediavent  in  the United States and in any other
country in which we elect to pursue its commercial development, although we have
suspended  all  such collaboration pending adequate improvement of our financial
condition.  Recordati  will  own  any  intellectual  property resulting from the
collaboration  other  than  our clinical research data, product applications and
regulatory  approvals.  This  agreement  expires  15  years from the date of FDA
marketing approval of Pediavent. We are entitled to extend the agreement, at our
election,  for  an additional five year term. During the term of this agreement,
Recordati  has agreed to supply us with such quantities of the product as we may
require.  In  return,  we  have agreed to pay Recordati certain up-front license
fees  and  to  purchase the product from Recordati at unit prices based upon net
sales in a given country. During the term of this agreement, we have also agreed
not  to  develop,  manufacture  or  sell  competing  products.

The  licenses  and  other  third  party  product arrangements to which we are or
become  a  party  to may impose various commercialization, sublicensing, royalty
and  other  payment, insurance and other obligations on us. Any failure by us to
comply  with  these  requirements  could result in termination of the applicable
agreement,  which  could  adversely  affect  our  business.

PATENTS,  TRADE  SECRETS,  LICENSES  AND  TRADEMARKS

We  believe  that  our  success  will  depend in part on our ability to maintain
patent  or  other  proprietary  rights  protection for our products, both in the
United  States and in other countries. Our policy is to file patent applications
to protect technology, inventions and improvements that are considered novel and
important  to  the  development  of our business. We also rely on trade secrets,
know-how,  continuing  technological  innovation  and licensing opportunities to
maintain  our  competitive  position.  If we resume product development, we also
plan  to  consider  seeking  three  year  protection  for  certain  products, if
appropriate, under the Waxman-Hatch Act from the approval of a competitor's ANDA
for  a  generic version of one of our products that we suspended development on,
which  ANDA  is  based on our clinical trial results. We also seek and intend to
continue  to  seek  trademark  protection  for  our  brand  names.

We  hold  12  issued  United States patents and have filed one additional United
States patent application. These patents and patent application primarily relate
to  the  following:

-     Formulation  of  Primsol  solution  (1  patent);

-     Cromolyn  sodium  cream  product  candidate  (5  patents);

-     Extended-release  technology  (1  patent  and  1  application);  and

-     Task-masking  technology  (2  patents).

Three  of the issued patents relate to product candidates which we currently are
not  planning  to pursue. We have also sought foreign patent protection in other
major  industrial  countries  for  what  we  believe  are  our most commercially
important  technologies.  All  of  our  issued United States and foreign patents
expire  from  2014 to 2018, although we may extend certain United States patents
for  specified periods. Any of our United States and foreign patents could lapse
if  certain  maintenance  fees  are  not  paid.

The patent positions of pharmaceutical firms are generally uncertain and involve
complex  legal and factual questions. Consequently, even though we currently are
prosecuting  our  patent application with the United States Patent and Trademark
Office and certain foreign patent authorities, we do not know whether our patent
application  will  result in the issuance of a patent or, if a patent is issued,
whether  it  will  provide  significant  proprietary  protection  or  will  be
circumvented  or invalidated. Since patent applications in the United States are
maintained  in secrecy until patents issue, and since publication of discoveries
in  the scientific or patent literature tend to lag behind actual discoveries by
several  months or years, we cannot be certain that we were the first creator of
inventions  claimed  by our pending patent application or that we were the first
to  file  the  patent  application for such inventions. Generally, in the United
States,  the  first to invent is entitled to the patent, whereas in the European
Economic Community, the first to file is entitled to the patent. Our competitors
and  other  third  parties  hold  issued patents and pending patent applications
relating to aspects of our technology, and it is uncertain whether these patents
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and  patent applications will require us to alter our products or processes, pay
licensing  fees  or  cease activities. In addition, since our products represent
reformulations  of off-patent drugs, any patents which cover such products would
be  use  or  formulation  patents,  which  will  provide us with a significantly
narrower  level  of  protection  than  a patent on the active ingredient itself.

We require our employees, consultants, and any outside scientific collaborators,
sponsored  researchers  and  other  advisors  to  execute  confidentiality  and
invention  assignment agreements. These agreements require that all confidential
information  developed  pursuant  to  such  relationships  or  made known to the
individual  by  us during the course of the individual's relationship with us is
to  be  kept confidential and not disclosed to third parties, subject to a right
to  publish  certain  information  in  the  scientific  literature  in  certain
circumstances  and  subject  to  other  specific  exceptions.  In  the  case  of
employees,  the  agreements  provide  that  all  inventions  conceived  by  the
individual  relating to our business are our exclusive property. There can be no
assurance, however, that these agreements will provide meaningful protection for
our  trade  secrets  or  adequate  remedies  in the event of unauthorized use or
disclosure  of  such  information.

Because  we  believe that promotion of pediatric pharmaceutical products under a
brand  name  is  an  important  competitive  factor,  we  plan to seek trademark
protection  for  our  products,  both in the United States and, to the extent we
deem  appropriate,  in  major  foreign  countries. To date, we have obtained ten
trademark  registrations  from  the  United  States Patent and Trademark Office,
including  for  the  marks  "ASCENT," "PEDIAMIST," "PEDIATEMP," "PEDIAVENT " and
"PRIMSOL."  In addition, in July 1997, we acquired the "FEVERALL" trademark from
Upsher-Smith  Laboratories, Inc. as part of our acquisition of the Feverall line
of  acetaminophen rectal suppositories. On December 29, 2000, in connection with
the  sale  of  the Feverall product line, we transferred the entire right, title
and interest in the "FEVERALL" trademark to Alpharma USPD. All other brand names
or  trademarks  appearing  in  this  annual  report  are  the  property of their
respective  owners.

GOVERNMENT  REGULATION

The  manufacture,  labeling,  distribution,  sale,  marketing,  promotion  and
advertising  of  our products are subject to extensive and rigorous governmental
regulation  in  the  United  States  and  other  countries.

FDA  APPROVAL

In  the  United  States, pharmaceutical products intended for therapeutic use in
humans  are  subject  to  rigorous and extensive FDA regulation before and after
approval.  The process of completing preclinical studies and clinical trials and
obtaining  FDA  approvals  for a new drug can take a number of years and require
the  expenditure  of substantial resources. In December 1999, due to limitations
on  resources,  we  suspended  the  development  of  our  products indefinitely.

The  steps  required  before  a  new pharmaceutical product for human use may be
marketed  in  the  United  States  include:

-     preclinical  tests;

-     submission  to  the FDA of an Investigation New Drug, or IND, application,
which  must  become  effective  before  human  clinical  trials  may  commence;

-     adequate and well-controlled human clinical trials to establish the safety
and  effectiveness  of  the  product;

-     submission  of a New Drug Application to the FDA, which application is not
automatically  accepted  for  consideration  by  the  FDA;  and

-     FDA  approval  of  the NDA prior to any commercial sale or shipment of the
product.

A  new  drug  in  generic  form  for use in humans may be marketed in the United
States  following  FDA  approval  of  an  Abbreviated New Drug Application. ANDA
approval  requires,  among  other  things,  that:

-     the  drug  have  the  same  active  ingredient,  dosage  form,  route  of
administration,  strength  and  conditions  of  use as a "pioneer" drug that was
previously  approved  by  the  FDA  as  safe  and  effective;  and

-     any  applicable  patents  and  statutory  period  of  protection under the
Waxman-Hatch  Act  with  respect  to  the  "pioneer"  drug  have  expired.

Through  a  petition  process,  the  FDA  may permit the filing of an ANDA for a
generic  version  of  an  approved  "pioneer"  drug  with  variations  in active
ingredient,  dosage  form,  route  of  administration  and  strength (but not in
conditions  of use). The FDA will not permit the filing of an ANDA, however, and
will  instead  require an applicant to file an NDA, if, among other reasons, (a)
clinical  investigations  must  be  conducted  to  demonstrate  the  safety  and
effectiveness  of  the drug, (b) an ANDA would provide inadequate information to
permit  the  approval of the variation or (c) significant labeling changes would
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be  necessary  to address new safety or effectiveness concerns raised by changes
in  the  product.

Preclinical  tests include laboratory evaluation of product chemistry and animal
studies  to  gain  preliminary  information  of  a  product's  pharmacology  and
toxicology  and  to  identify any safety problems that would preclude testing in
humans.  Preclinical  safety tests must be conducted by laboratories that comply
with  FDA  regulations  regarding  Good  Laboratory Practice. The results of the
preclinical  tests  are  submitted to the FDA as part of an IND application. The
FDA  reviews  these  results prior to the commencement of human clinical trials.
Unless  the FDA objects to, or makes comments or raises questions concerning, an
IND,  the IND will become effective 30 days following its receipt by the FDA, at
which  time  initial clinical studies may begin. However, companies often obtain
affirmative  FDA  approval  before  beginning  such  studies.

Clinical  trials  involve  the administration of the investigational new drug to
healthy  volunteers  and  to  patients  under  the  supervision  of  a qualified
principal  investigator.  The  sponsor  must  conduct  the  clinical  trials  in
accordance  with  the  FDA's Good Clinical Practice requirements under protocols
that  detail, among other things, the objectives of the study, the parameters to
be  used  to  monitor safety and the effectiveness criteria to be evaluated. The
sponsor  must  submit  each protocol to the FDA as part of the IND. Further, the
sponsor  must conduct each clinical study under the auspices of an Institutional
Review  Board,  or  IRB.  The  IRB  will  consider,  among other things, ethical
factors, the safety of human subjects, the possible liability of the institution
and  the  informed  consent disclosure which must be made to participants in the
clinical  trial.

Clinical  trials  are  typically  conducted  in  sequential phases, although the
phases  may  overlap.

-     Phase  1. In Phase 1, the investigational new drug usually is administered
to between 10 and 50 healthy human subjects and is tested for safety, dosimetry,
tolerance,  metabolism,  distribution,  excretion  and  pharmacokinetics.

-     Phase 2. Phase 2 involves studies in a limited patient population, usually
10  to 70 persons, to evaluate the effectiveness of the investigational new drug
for  specific  indications,  determine  dose  response  and  optimal  dosage and
identify  possible  adverse  effects  and  safety  risks.

-     Phase  3.  When an investigational new drug is found to have an effect and
to  have  an acceptable safety profile in Phase 2 evaluation, Phase 3 trials are
undertaken  to  further test for safety, further evaluate clinical effectiveness
and  to  obtain  additional  information for labeling. Phase 3 trials involve an
expanded  patient  population  at geographically dispersed clinical study sites.

The  FDA  may impose a clinical hold on an ongoing clinical trial at any time if
it believes that the clinical trial exposes the participants to an unanticipated
or  unacceptable  health  risk. In addition, we may voluntarily suspend clinical
trials for the same reasons. If the FDA imposes a clinical hold, clinical trials
may  not  recommence  without  prior FDA authorization and then only under terms
authorized  by  the  FDA.

In order to obtain marketing approval of a product in the United States, we must
submit  an  NDA  to  the FDA. The NDA includes the results of the pharmaceutical
development,  preclinical studies, clinical studies, chemistry and manufacturing
data  and the proposed labeling. The FDA may refuse to accept the NDA for filing
if certain administrative and NDA content criteria are not satisfied. Even after
accepting  the  NDA  for  review,  the  FDA  may  require  additional testing or
information  before  approving  the  NDA. The FDA must deny an NDA if applicable
regulatory  requirements  are  not  ultimately  satisfied.  If  the  FDA  grants
regulatory  approval  of  a  product,  it may require post-marketing testing and
surveillance  to  monitor the safety of the product or may impose limitations on
the  indicated  uses for which the product may be marketed. Finally, the FDA may
withdraw  product  approvals  if  compliance  with  regulatory  standards is not
maintained  or  if  problems  occur  following  initial  marketing.

A  pharmaceutical product that has the same active ingredient as a drug that the
FDA  has previously approved as safe and effective may be approved for marketing
in  the  United  States  following an abbreviated approval procedure (subject to
certain  exclusions,  such as drugs that are still protected by patent or market
exclusivity  under  the  Waxman-Hatch  Act).  This  procedure involves filing an
Abbreviated  New  Drug  Application  with  the FDA. Approval of a pharmaceutical
product  through  an  ANDA does not require preclinical tests on pharmacology or
toxicology  or  Phase  1,  2  or  3  clinical  trials  to  prove  the safety and
effectiveness  of  such  product.  Instead,  an  ANDA is based upon a showing of
bioequivalence  with  the  "pioneer" drug and adequate manufacturing. Therefore,
compared  to  an  NDA,  the filing of an ANDA may result in reduced research and
development  costs  associated  with  bringing  a  product  to  market.

If  an  applicant files an ANDA for a pharmaceutical product where the "pioneer"
drug  is  protected  by a patent, the applicant must notify the patent holder of
the  filing  of  the ANDA. If the patent holder files a patent infringement suit
against  the  applicant  within  45 days of this notice, any FDA approval of the
ANDA  can not become effective until the earlier of (i) a determination that the
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existing patent is invalid, unenforceable or not infringed, (ii) such litigation
has  been  dismissed  or  (iii)  30  months  after  the  ANDA  filing.

The  Waxman-Hatch  Act  provides  a period of statutory protection for new drugs
which  receive  NDA (but not ANDA) approval from the FDA. If a new drug receives
NDA  approval,  and  the  FDA  has  not  previously  approved any other new drug
containing  the  same  active ingredient, then the FDA may not accept an ANDA by
another  company  for  a generic version of such drug for a period of five years
from  the  date  of  approval  of  the  NDA  (or four years if an ANDA applicant
certifies  invalidity  or  non-infringement  of  the patent covering such drug).
Similarly,  if  a  new  drug containing an active ingredient that was previously
approved  by  the  FDA  received  NDA  approval which is based upon new clinical
investigations (other than bioavailability studies), then the FDA may accept the
filing  of an ANDA for a generic version of such drug by another company but may
not  make  the  approval of such ANDA effective for a period of three years from
the  date  of  the  NDA  approval.  The  statutory  protection  provided  by the
Waxman-Hatch  Act does not prohibit the filing or approval of an NDA (as opposed
to  an  ANDA)  for any drug, including, for example, a drug with the same active
ingredient, dosage form, route of administration, strength and conditions of use
as  a  drug  protected  under  the  act.  However,  in order to obtain an NDA, a
competitor  would  have  had to conduct its own clinical trials. As our products
are  based  upon approved compounds for which the FDA has previously granted NDA
approval,  we  expect  that  any products which qualify for statutory protection
under  the  Waxman-Hatch  Act  will  be  afforded  only  a  three year period of
protection.

In  addition  to  product  approval, satisfactory inspection by the FDA covering
manufacturing  facilities  or  the  facilities  of a supplier is required before
marketing  a product in the United States. The FDA will review the manufacturing
procedures  and  inspect  the  manufacturer's  facilities  and  equipment  for
compliance  with  Good  Manufacturing  Practices  and  other  requirements.  Any
material change in the manufacturing process, equipment or location necessitates
additional  preclinical  and/or  clinical  data  and  additional  FDA review and
approval  before marketing. In addition, the FDA must supplementally approve any
changes in manufacturing that have substantial potential to adversely affect the
safety  or effectiveness of the product, such as changes in the formulation of a
drug,  as  well  as  some  changes  in  labeling  or  promotion.

Even  after  approval, all marketed products and their manufacturers are subject
to  continual government review. Subsequent discovery of previously unrecognized
problems  or  failure  to  comply  with applicable regulatory requirements could
result in, among other things, restrictions on manufacturing or marketing of the
product,  product  recall  or withdrawal, fines, seizure of product, or civil or
criminal  prosecution,  as  well  as  withdrawal  or  suspension  of  regulatory
approvals.

FOREIGN  REGULATORY  APPROVAL

We  would  be  required  to  obtain  the  approval  of  governmental  regulatory
authorities comparable to the FDA in foreign countries prior to the commencement
of  clinical trials and subsequent marketing of a pharmaceutical product in such
countries,  assuming  we  were to resume product development, which, in December
1999,  we  suspended  indefinitely.  This  requirement  applies  even if we have
obtained  FDA  approval in the United States. The approval procedure varies from
country  to  country.  The  time  required  may  be  longer or shorter than that
required  for  FDA approval. A centralized procedure is effective for the Member
States  of the European Union and certain other countries that have agreed to be
bound  by  the  approval  decisions  of  the European Medical Evaluation Agency.

A  company  generally  may  not  freely  export pharmaceutical products from the
United States until the FDA has approved the product for marketing in the United
States.  However,  a  company  may  apply  to  the  FDA for permission to export
finished  products  to  a  limited  number  of  countries prior to obtaining FDA
approval  for  marketing in the United States, if the products are covered by an
effective  IND  or  a  pending  NDA  and  certain  other  requirements  are met.

EMPLOYEES

As  of March 1, 2001, we had 63 full-time employees. Five of these employees are
engaged  in  quality  control,  including medical and regulatory affairs, 52 are
employed  in  sales  and  marketing  and  six  are employed in finance, business
development  and general and administrative activities. In addition, as of March
1,  2001,  we  had 15 flex-time employees, all of whom are employed in sales and
marketing.  Many  of  our  management  and professional employees have had prior
experience  with  pharmaceutical,  biotechnology  or medical products companies.
None  of  our  employees  is  covered  by a collective bargaining agreement, and
management  considers  relations  with  our  employees  to  be  good.

ITEM  2.   PROPERTIES

We  lease  two  office spaces, totaling approximately 18,900 square feet, in the
same  building in Wilmington, Massachusetts. The lease for the original space is
for  approximately  14,200  square feet and has an initial term expiring January
31,  2002.  We  have  an  option  to renew the lease for an additional five-year
period.  The  lease  for the approximately 4,500 square feet of remaining office
PAGE 13
<PAGE>
space  has  an  initial  term  expiring  February 28, 2002. On April 1, 2000, we
entered  into  an  agreement  with  a  third  party  to  sublease  all  of  the
approximately  4,500  square  feet  of  office  space  to  such third party. The
sublease  agreement  expires  February  28,  2002.

ITEM  3.   LEGAL  PROCEEDINGS

Not  applicable.

ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matter was submitted to a vote of security holders, through the solicitation
of  proxies  or  otherwise,  during  the  fourth  quarter  of  2000.

EXECUTIVE  OFFICERS  AND  SIGNIFICANT  EMPLOYEES  OF  THE  REGISTRANT

The  following  table  sets  forth  certain  information regarding the executive
officers  and  certain  significant  employees  of  Ascent  as of March 1, 2001.

<TABLE>
<CAPTION>


<S>                        <C>  <C>
 NAME . . . . . . . . . .  AGE  POSITION
-------------------------  ---  ----------------------------------------------
Executive Officer
Emmett Clemente, Ph.D.. .   62  President, Chairman of the Board and Treasurer

Significant Employees
Mumtaz Ahmed, M.D., Ph.D.   64  Vice President, Medical Affairs
David J. Benn . . . . . .   34  Director of Marketing
Steven Evans. . . . . . .   46  National Sales Director
Jennifer A. Marchand. . .   30  Controller
Mark Murray . . . . . . .   37  Director of Regulatory Affairs
Bobby R. Owen . . . . . .   51  Vice President, Operations
Diane Worrick . . . . . .   47  Vice President, Human Resources
</TABLE>

Emmett  Clemente,  Ph.D.,  President  and  Chairman  of  the Board of Directors,
founded  Ascent  in  1989.  Dr. Clemente has served as a director since 1989, as
Chairman  of the Board since May 1996 and as President since December 1999. From
May  1989  to  May  1996, Dr. Clemente also served as Chief Executive Officer of
Ascent.  Dr.  Clemente  served  as  the  Director of Pharmaceutical Research for
Fisons  Corporation,  U.S.,  a  pharmaceutical  company ("Fisons"), from 1980 to
1989,  and as the Director of New Product Development and Acquisitions of Fisons
from 1972 to 1980. From 1970 to 1972, Dr. Clemente served as Senior Scientist in
the  Consumer  Products  Division  of  Warner-Lambert  Company, a pharmaceutical
company.  From  1968  to  1970,  Dr.  Clemente  served  as  Senior  Scientist at
Richardson-Merrell  Company,  a  pharmaceutical company. Dr. Clemente received a
B.S.  in  biology,  an  M.S.  in physiology and a Ph.D. in pharmacology from St.
John's  University.

Mumtaz  Ahmed,  M.D.,  Ph.D.,  has  served as Vice President, Medical Affairs of
Ascent  since  1993.  From  1982  to  1993,  Dr.  Ahmed  served  as  Executive
Director/Distinguished  Research  and  Development  Physician  at  Ciba-Geigy
Corporation,  a pharmaceutical company. Dr. Ahmed received a B.S. in biology and
chemistry  and  an M.S. in Microbiology from University of Karachi, Pakistan, an
M.D.  from  UACJ School of Medicine, Juarez, Mexico, and a Ph.D. in microbiology
from  Indiana  University  School  of  Medicine.

David  J.  Benn  has served as Director of Marketing of Ascent since April 2000.
From January 2000 to April 2000, Mr. Benn served as Marketing Director at Watson
Pharmaceuticals,  Inc., a pharmaceutical company. From 1994 to January 2000, Mr.
Benn  held  various  marketing  positions,  including  Product  Management  and
Marketing  Management,  at  Muro Pharmaceutical, Inc., a pharmaceutical company.
From  1987  to  1994  Mr.  Benn  held  positions in Sales, Sales Operations, and
Marketing at Schering Plough Corp., a pharmaceutical company.  Mr. Benn received
a B.S. in business economics from Cook College, Rutgers University and an M.B.A.
in  Marketing  from  Farleigh  Dickinson  University.

Steve Evans has served as National Sales Director of Ascent since December 1999.
From  July  1997  to  December  1999,  Mr.  Evans served as Director of Sales of
Ascent.  From  1982  to  June  1997,  Mr. Evans held various positions at Searle
Pharmaceuticals,  a  pharmaceutical  company,  including  Manager  of  Sales
Operations, Manager of Sales Training and Director of Sales, and last serving as
Director  in  the  National Customer Unit. Mr. Evans earned a B.S. in Psychology
from  Oklahoma  State  University  and a M.S.W. degree from Oklahoma University.

Jennifer A. Marchand has served as Controller of Ascent since January 2000. From
January  1997  to  January  2000 Ms. Marchand served as a consultant, Accounting
Manager and Financial Systems Manager of Ascent. From 1993 to November 1996, Ms.
Marchand  served  in  various accounting positions, including General Accounting
Supervisor,  at  Vision  Sciences,  Inc.,  a  medical  device manufacturer.  Ms.
Marchand  received  a  B.S.  in  business administration with a concentration in
PAGE 14
<PAGE>
accounting  from  the  University  of  Massachusetts,  Lowell.

Mark  Murray  has served as Director of Regulatory Affairs of Ascent since 1994.
From  1992  to  1994, Mr. Murray served in various regulatory affairs positions,
including  Senior  Regulatory  Affairs  Specialist,  last  serving  as  Manager,
Regulatory Affairs, at Serono Laboratories, Inc., a pharmaceutical company. From
1986  to  1992  Mr.  Murray  served  in various regulatory affairs and technical
positions  at  Marion  Merrell  Dow, Inc., a pharmaceutical company.  Mr. Murray
received  a  B.S.  in  Biology  from  the  University  of  Dayton.

Bobby R. Owen has served as Vice President, Operations of Ascent since September
1997.  From  1995  to  July  1997,  Mr.  Owen  served  as  Corporate Director of
Manufacturing  at  AutoImmune,  Inc., a biotechnology company. From 1994 to 1995
Mr.  Owen  served  as Vice President of Technical Operations at Telor Ophthalmic
Pharmaceuticals,  Inc.,  a  pharmaceutical  company.  From 1989 to 1993 Mr. Owen
served  as  Vice  President of Operations at PCM Corporation/Paco Pharmaceutical
Services,  Inc,  a  pharmaceutical company. From 1971 to 1979 Mr. Owen served in
various  manufacturing  and  developments positions with Baxter Health Care. Mr.
Owen  received  his  B.S.  in  chemistry  from  the  University  of  Alabama.

Diane  Worrick  has  served as Vice President of Human Resources of Ascent since
1990.  Ms.  Worrick  served  in various human resources positions at Fisons from
1976  to  1989, last serving as Personnel Manager. Ms. Worrick received a B.B.A.
from  Northeastern  University.

                                     PART II

ITEM  5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since  July  23, 1999, depositary shares representing Ascent's common stock have
traded on the Over-The-Counter Bulletin Board under the symbol "ASCTP". Prior to
this,  Ascent's common stock had been traded on the Nasdaq National Market under
the  symbol "ASCT". The following table sets forth the high and low sales or bid
prices  per  share  of  Ascent common stock or depositary share, as appropriate,
for the periods indicated below as reported on the Nasdaq National Market or the
OTC  Bulletin  Board,  respectively. Information presented below with respect to
the  OTC  Bulletin  Board  reflects inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual transactions in
Ascent  depositary  shares.

<TABLE>
<CAPTION>



<S>             <C>      <C>

PERIOD PERIOD.  HIGH     LOW

                   1999
                -------
First Quarter.  $ 6.875  $  2.50

Second Quarter  $3.1562  $1.6562

Third Quarter.  $  3.00  $  1.25

Fourth Quarter  $ 2.125  $ 0.875

                   2000
                -------
First Quarter.  $  3.00  $  1.25

Second Quarter  $2.7812  $0.9375

Third Quarter.  $1.9688  $0.8438

Fourth Quarter  $1.7344  $0.5312
</TABLE>

The  last reported bid price of Ascent depositary shares on the Over-The-Counter
Bulletin Board on March 27, 2001 was $0.8125 per share. There were approximately
169  stockholders  of  record  on  March  27,  2001.

Ascent  has  never  declared  or paid cash dividends on its depositary shares or
common  stock and does not expect to pay cash dividends on its depositary shares
or  common  stock in the foreseeable future. Ascent is currently prohibited from
paying  cash  dividends under the terms of its financing arrangements with funds
affiliated  with  ING  Furman  Selz  LLC  and  BancBoston  Ventures,  Inc.

Except  as  set  forth  below or as previously reported in a quarterly report on
Form  10-Q,  during the fiscal year ended December 31, 2000, Ascent did not sell
any  securities  that  were  not registered under the Securities Act of 1933, as
amended.
PAGE 15
<PAGE>
On  November  1, 2000, in connection with the borrowing of $1,000,000 from funds
affiliated with ING Furman Selz pursuant to Ascent's financing arrangements with
ING Furman Selz, Ascent issued to such funds immediately exercisable warrants to
purchase  an  aggregate of 500,000 Ascent depositary shares at an exercise price
of  $3.00  per  share.  The  exercise  price of these warrants were subsequently
reduced  to  $0.05 per share in conjunction with the December 29, 2000 financing
with  FS Ascent Investments. These warrants are exercisable on a cashless basis.
These issuances were conducted pursuant to Section 4(2) of the Securities Act of
1933.

On  November 28, 2000, in connection with the borrowing of $1,000,000 from funds
affiliated  with  ING  Furman  Selz  pursuant to Ascent's financing arrangements
with  ING  Furman  Selz,  Ascent  issued  to  such funds immediately exercisable
warrants  to  purchase  an aggregate of 1,000,000 Ascent depositary shares at an
exercise  price  of  $3.00  per share. The exercise price of these warrants were
subsequently  reduced  to  $0.05  per share in conjunction with the December 29,
2000  financing with FS Ascent Investments.  These warrants are exercisable on a
cashless  basis.  These issuances were conducted pursuant to Section 4(2) of the
Securities  Act  of  1933.


ITEM  6.   SELECTED  FINANCIAL  DATA

The  table  below summarizes recent historical financial information for Ascent.
For  further  information,  refer  to  Part II, Item 8, Financial Statements and
Supplementary  Data.


<TABLE>
<CAPTION>


                                               Selected Financial Data
                                        (In thousands, except per share data)


                                                Year Ended  December 31,
                                               --------------------------
<S>                                        <C>       <C>        <C>        <C>        <C>
                                            2000       1999       1998       1997       1996
                         --------------------------  ---------  ---------  ---------  ---------
Product revenue, net. . . . . . . . . . .   $3,395   $  3,040   $  4,353   $  2,073   $      -
Co-promotional revenue. . . . . . . . . .    1,069      4,008        123          -          -
Gross margin. . . . . . . . . . . . . . .    3,062      5,421      2,092        828          -
Loss from operations. . . . . . . . . . .  (11,413)   (14,221)   (16,046)   (11,694)    (6,566)
Extraordinary item (1). . . . . . . . . .        -          -      1,166          -          -
Net loss. . . . . . . . . . . . . . . . .  (14,339)   (15,653)   (18,231)   (12,498)    (6,487)

Net loss available to common
  stockholders (2)                    (14,339)   (16,072)   (18,680)   (12,745)    (6,625)
Net loss available to common
  stockholders per common share
  basic and diluted . . . . . . . . . . . . .  $(1.47)  $  (1.96)  $  (2.69)  $  (3.08)  $ (33.44)

                                                               December 31,
                                                2000       1999       1998       1997       1996
                                              -------  ---------  ---------  ---------  ---------
Cash, cash equivalents and current
  marketable securities . . . . . . . . . . .  $  261   $  1,067   $  2,172   $ 14,229   $  2,086
Working capital (deficit) . . . . . . . . . .  (1,171)      (798)       468      4,242        525
Total assets (3). . . . . . . . . . . . . . .  15,293     15,273     16,301     28,433      2,628
Long term subordinated secured notes,
  net of current portion. . . . . . . . . . .  20,706     21,461      8,681      1,252          -
Redeemable convertible preferred stock,
  Series D, Series E and Series F (4) . . . .       -          -          -          -     17,832
Convertible exchangeable preferred
  stock, Series G (5) . . . . . . . . . . . .       -          -      6,461          -          -
Total stockholders' equity (deficit). . . . . (21,707)    (9,958)     3,803     15,515    (16,778)
</TABLE>

No  common  stock  or  depositary  share dividends have been declared or paid by
Ascent  for  any  period  presented  above.

(1)  The  extraordinary  item  resulted from the early repayment of subordinated
secured  notes on June 1, 1998. As a result, Ascent accelerated the accretion of
the  discount of $842,000. In addition, $325,000 of unamortized debt issue costs
were  written  off.

(2)  On July 23, 1999, in connection with the consummation of Ascent's strategic
alliance  with Alpharma, Ascent effected a merger with a wholly-owned subsidiary
pursuant  to  which each outstanding share of Ascent common stock outstanding on
such  date  was  converted  into  the  right  to  receive  one depositary share,
representing  one  share  of  Ascent  common  stock subject to a call option and
represented  by  a  depositary  receipt.  As used herein, common shares refer to
shares  of  Ascent  common  stock  on  and  before  July  23, 1999 and to Ascent
PAGE 16
<PAGE>
depositary  shares  from  and  after July 23, 1999. On December 29, 2000, Ascent
entered  into  a  series  of  agreements with Alpharma terminating the strategic
alliance, including a loan agreement. As part of the agreements, Alpharma agreed
not  to  exercise  its  call option and Ascent sold its Feverall product line to
Alpharma  USPD.  See  Footnote  (3)  below.

(3) In July 1997, Ascent acquired the Feverall acetaminophen suppository product
line  and  certain  related  assets  for  a  purchase  price of $11.9 million. A
significant  portion  of  the  purchase  price  was  allocated to the "Feverall"
trademark  acquired in the transaction, the manufacturing agreement entered into
in  connection  with  the transaction and goodwill. On December 29, 2000, Ascent
sold  the  Feverall  product line in an asset sale to Alpharma USPD, in exchange
for  the  cancellation by Alpharma USPD of $12.0 million of indebtedness owed to
Alpharma  USPD  by  Ascent  under  a  loan  agreement.

(4)  All  then  outstanding preferred stock was converted to common stock at the
initial  public  offering  in  May  1997.

(5)  On  July  23,  1999,  in  connection  with Ascent's strategic alliance with
Alpharma  USPD, which was subsequently terminated, Ascent exercised its right to
exchange  all  outstanding shares of Series G preferred stock for 8% convertible
subordinated notes in accordance with the terms of the Series G preferred stock.
See  Footnote  (2)  above.

ITEM  7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
RESULTS  OF  OPERATIONS

GENERAL

We  are  engaged in the marketing of pharmaceuticals for use in the treatment of
common  pediatric  illnesses.  We  introduced  our  first two products, Feverall
acetaminophen  suppositories  and Pediamist nasal saline spray, to the market in
the  second  half  of  1997.  We  introduced  Primsol  trimethoprim  solution, a
prescription  antibiotic,  to  the  market in February 2000 and Orapred syrup, a
liquid  steroid  for  the  treatment  of  inflammation,  including  inflammation
resulting  from  respiratory  conditions,  to  the  market  in  January 2001. On
December  29,  2000,  we  sold  the  Feverall  product  line in an asset sale to
Alpharma USPD in exchange for the cancellation by Alpharma USPD of $12.0 million
owed  to  Alpharma  USPD by us under the loan agreement between the two parties,
although  we  have  maintained  the right to repurchase the product line through
December  2001  at  the  same  price.

We  leverage our marketing and sales capabilities, including our sales force, by
seeking  to  enter  into  arrangements  to  promote  third  party pharmaceutical
products  to  pediatricians. Since July 1997, when we established a sales force,
we  have  entered  into  co-promotion  agreements  under  which  we promoted the
combination  corticosteroid/antibiotic,  Pediotic(R), Omnicef(R) (cefdinir) oral
suspension  and  capsules,  and  Duricef(R)  (cefadroxil  mono  hydrate)  oral
suspension.  All  of  these  agreements  have either expired or been terminated.

We  have  incurred net losses since our inception and expect to incur additional
operating  losses  at  least  through  2001 as we seek to maintain our sales and
marketing  organization  and  promotion of Orapred and Primsol to the market. We
expect  cumulative  losses  to  increase  over  this  period. We have incurred a
deficit  from  inception  through  December  31,  2000  of  $80,602,000.

In  December 1999, we modified our strategy until such time as we determine that
our financial condition has adequately improved. Specifically, we are focused on
introducing  Orapred  and  Primsol  to  the  market  and  seeking  appropriate
co-promotional  opportunities.  We  have  suspended  all  product  development
activities  until  such time, if ever, as our financial condition has adequately
improved.

RESULTS  OF  OPERATIONS

FISCAL  YEAR  2000  VS.  FISCAL  YEAR  1999

REVENUE.  Ascent  had  net revenue of $4,464,000 for the year ended December 31,
2000  compared  with revenue of $7,047,000 for the year ended December 31, 1999.
This  decrease in revenue of $2,583,000 was primarily attributable to a decrease
in  revenues  under  co-promotion  arrangements  in  2000  from  $4,008,000  to
$1,069,000  associated  with  the termination or expiration in early 2000 of the
Omnicef  and  Pediotic  co-promotion  agreements.  The  decrease also reflects a
decrease  of  $119,000  in Feverall sales and a decrease of $55,000 in Pediamist
sales.  These  decreases  were  offset  by  $530,000  in  revenues from sales of
Primsol,  which  we  began selling in February 2000. For the year ended December
31,  2000,  sales  to  Warner  Lambert  Company accounted for 20% and sales to a
McKesson HBOC accounted for 11% of net revenues. We expect to continue to derive
a  majority  of  our  revenues  from  a  limited number of customers in the near
future.

COST  OF PRODUCT SALES. Cost of sales was $1,402,000 for the year ended December
31,  2000  compared  with  $1,626,000 for the year ended December 31, 1999. This
decrease  in  cost  of  sales  of  $224,000  was primarily attributable to (i) a
decrease  of $166,000 for the manufacturing costs associated with the production
PAGE 17
<PAGE>
of  Feverall and Pediamist due to  decreases in sales volume, (ii) a decrease of
$52,000 in operations personnel costs due to a reduction in headcount, and (iii)
a  decrease  of  $95,000  in  inventory  net realizable value adjustments due to
higher  prior  year  write-offs  of  expired Primsol inventory. The decrease was
offset by an increase of $44,000 for the manufacturing costs associated with the
production  of  Primsol and an increase of $97,000 for finished goods testing of
Primsol  and  Orapred.

SELLING,  GENERAL  AND ADMINISTRATIVE EXPENSES. Ascent incurred selling, general
and  administrative expenses of $12,471,000 for the year ended December 31, 2000
compared  with  $15,808,000 for the year ended December 31, 1999, representing a
decrease  of  $3,337,000.

Selling  and marketing expenses were $10,220,000 for the year ended December 31,
2000  compared  with  $11,613,000  for  the  year  ended December 31, 1999. This
decrease  in  selling  and  marketing  expenses  of $1,393,000 was primarily the
result  of  (i)  $1,294,000  in  decreased  personnel costs due to the decreased
number  of  our  sales  representatives  in  2000,  (ii)  $430,000  in decreased
advertising  and  promotional  expenses of Feverall, (iii) $314,000 in decreased
sales  meeting  costs,(iv)  $331,000  in  decreased samples, selling  materials,
media  and  direct  mailings  costs  associated  with  the  Omnicef co-promotion
agreement,  and  (v)  $200,000  in decreased travel, entertainment, and business
development expenditures. This decrease was offset by an increase of (i)$899,000
in  the  advertising  and  promotion  of  a  new product offering, Primsol, (ii)
$156,000  in  selling  materials  for  Orapred  in  preparation  for  product
introduction,(iii)  $92,000  for  the  purchase  of  sales information, and (iv)
$58,000  in  freight  and  distribution  expenses  due to new product launching.
General  and administrative expenses were $2,251,000 for the year ended December
31,  2000  compared  with  $4,195,000  for the year ended December 31, 1999. The
decrease  in  general  and  administrative  expenses of $1,944,000 was primarily
attributable  to  decreases  of  (i)  $1,094,000  due  to  the termination of an
advisory  services  agreement  in  the  third  quarter of 1999, (ii) $476,000 in
personnel  expenses  due  to a decrease in headcount, (iii) $97,000 for investor
relations  expenses,  (iv) $116,000 in employee retention expenses, (v) $106,000
for  consulting  expenses  due  to  the scaling back of an existing agreement in
November  1999,  and  (vi)  $51,000  in  recruiting  expenses.

RESEARCH  AND  DEVELOPMENT. Ascent incurred research and development expenses of
$2,003,000 for the year ended December 31, 2000 compared with $3,833,000 for the
year  ended  December  31,  1999.  This  decrease  of  $1,830,000  was primarily
attributable  to  (i)  $945,000  in  reduced  spending  on  the  Pediavent  and
Acetaminophen  Extended Release products' research and development programs that
were  suspended  in  December 1999, (ii) $370,000 in reduced spending on Orapred
development,  (iii)  $225,000 in reduced personnel expenses due to a decrease in
headcount,(iv)  $143,000  in reduced consulting expenses, (v) $21,000 in reduced
legal/patent  expenses,  and  (vi)  $19,000  in reduced travel and entertainment
expenses.  In  December  1999,  Ascent  suspended  its  research and development
efforts  for  products  other than Primsol and Orapred until such time as Ascent
determines  that  its  financial  condition  has  adequately  improved.

INTEREST.  Ascent had interest income of $59,000 for the year ended December 31,
2000  compared  with $68,000 for the year ended December 31, 1999. This decrease
of  $9,000  was  due  to  a  lower  average  cash investment balance. Ascent had
interest  expense  of  $3,064,000  for the year ended December 31, 2000 compared
with  $1,500,000  for  the  year  ended  December  31,  1999.  This  increase of
$1,564,000  was primarily attributable to $1,379,000 for additional subordinated
notes  issued  during  the  year and $185,000 for the amortization of debt issue
costs.

FISCAL  YEAR  1999  VS.  FISCAL  YEAR  1998

REVENUE.  Ascent  had  net revenue of $7,047,000 for the year ended December 31,
1999  compared  with revenue of $4,476,000 for the year ended December 31, 1998.
This  increase  in revenue of $2,571,000 was primarily attributable to increased
revenues  for  Ascent's  co-promotion  arrangements,  including  revenues  of
$3,383,000  under  the  Omnicef  co-promotion  agreement  and $625,000 under the
Pediotic  co-promotion  agreement.  The  increase  was  offset  by a decrease of
$1,241,000  in  Feverall sales due to low sales volume and a decrease of $73,000
in  Pediamist  sales  due  to  low sales volume. For the year ended December 31,
1999,  sales  to  Warner  Lambert  Company  accounted  for  50% of net revenues.

COST  OF PRODUCT SALES. Cost of sales was $1,626,000 for the year ended December
31,  1999  compared  with  $2,383,000 for the year ended December 31, 1998. This
decrease  in  cost  of  sales  of  $757,000  was primarily attributable to (i) a
decrease  of  $312,000 for the manufacturing cost associated with the production
of  Feverall  due  to a decrease in sales volume, (ii) a decrease of $23,000 for
the  manufacturing  cost  associated  with  the production of Pediamist due to a
decrease  in  sales volume, (iii) a decrease of $136,000 in operations personnel
costs  due  to  a  reduction  in headcount, and (iv) a decrease of approximately
$245,000  in  inventory net realizable value adjustments due to the write off of
expired  Just  For  Kids  Vitamin  inventory  and  expired  Primsol  inventory.

SELLING,  GENERAL  AND ADMINISTRATIVE EXPENSES. Ascent incurred selling, general
and  administrative expenses of $15,808,000 for the year ended December 31, 1999
compared  with $13,616,000 for the year ended December 31, 1998, representing an
PAGE 18
<PAGE>
increase  of  2,192,000.

Selling  and marketing expenses were $11,613,000 for the year ended December 31,
1999  compared  with  $9,797,000  for  the  year  ended  December 31, 1998. This
increase  in  selling  and  marketing  expenses  of $1,816,000 was primarily the
result of $1,949,000 in increased personnel costs due to the increased number of
our  sales  representatives  and  $254,000  in  increased  samples  and  selling
materials.  This  increase  was  offset by a decrease of $224,000 in freight and
distribution  expenses  due to lower sales volumes and a decrease of $168,000 in
consulting  charges  due to the non-renewal of contracts that ended during 1998.

General  and administrative expenses were $4,195,000 for the year ended December
31,  1999  compared  with  charges and expenses of $3,819,000 for the year ended
December  31,  1998.  The  increase  in  general  and administrative expenses of
$376,000  was  primarily  attributable  to  increases  of  $1,003,000  for  the
termination  of  an  advisory  services  agreement.  This increase was offset by
decreases  of (i) $331,000 in personnel expenses due to a decrease in headcount,
(ii)  $120,000  for  legal,  accounting  and  investor relations expenses, (iii)
$100,000  for consulting expenses due to scaling back of two existing consulting
agreements,  (iv)  $57,000  for insurance expenses related to product liability,
automobile  and directors' and officers' liability insurance, and (v) $25,000 in
travel  and  entertainment  expenses.

RESEARCH  AND  DEVELOPMENT. Ascent incurred research and development expenses of
$3,833,000 for the year ended December 31, 1999 compared with $4,522,000 for the
year  ended  December  31,  1998.  This  decrease  of  $689,000  was  primarily
attributable  to  (i) $962,000 in reduced spending on the Primsol, Pediavent and
Feverall Extended Release products' research and development programs due to the
completion  of clinical and biological studies of these products during 1998 and
(ii)  $54,000  in  reduced legal/patent expenses. These decreases were offset by
increases  of  $269,000  in  personnel costs due to an increase in headcount and
$104,000 in increased spending on the Orapred product's research and development
programs.  In  December,  1999,  Ascent  suspended  its research and development
efforts  for  products  other than Primsol and Orapred until such time as Ascent
determines  that  its  financial  condition  has  adequately  improved.

INTEREST.  Ascent had interest income of $68,000 for the year ended December 31,
1999  compared with $369,000 for the year ended December 31, 1998. This decrease
of $301,000 was primarily due to a lower average cash investment balance. Ascent
had interest expense of $1,500,000 for the year ended December 31, 1999 compared
with  $1,387,000 for the year ended December 31, 1998. This increase of $113,000
was  primarily  attributable to $56,000 for additional subordinated notes issued
during  the  year  and  $21,000  for  the  amortization  of  debt  issue  costs.

LIQUIDITY  AND  CAPITAL  RESOURCES

Since  its  inception, Ascent has financed its operations primarily from private
sales  of  preferred stock, with net proceeds of $33.6 million, the private sale
of  subordinated  secured  notes  and  related common stock and depositary share
purchase  warrants, with net proceeds of $40.8 million, and, in 1997, an initial
public  offering  of shares of common stock, with net proceeds of $17.5 million.
As  of  December  31,  2000, Ascent had $261,000 in cash and cash equivalents, a
decrease  of  $806,000 from $1,067,000 as of December 31, 1999. Since January 1,
2001,  Ascent has borrowed $5.0 million from FS Ascent Investments LLC under its
$10.25  million  facility  described  below.

Ascent  used $13.2 million of cash in operations for the year ended December 31,
2000  compared  to $13.8 million for the year ended December 31, 1999.  Net cash
used  in  operations  for  the  year  ended  December  31,  2000  was  primarily
attributable to a $14.3 million net loss generated during the period, a decrease
in  inventory  of $893,000, and a decrease in accrued expenses of $639,000. This
was offset in part by non-cash charges for depreciation and amortization expense
of  $1,027,000  and  non-cash  interest  expense  of  $767,000, and increases in
deferred revenue of $739,000. Ascent's investing activities resulted in net cash
used  of  $309,000 for the year ended December 31, 2000 compared to $223,000 for
the  year  ended  December  31,  1999.  Ascent's  capital  expenditures  consist
primarily  of  purchases of property and equipment, including computer equipment
and  software.  Ascent  expects that its capital expenditures will remain steady
in  the future.  Cash provided by financing activities was $12.7 million for the
year  ended  December  31,  2000  compared  to  $12.9 million for the year ended
December  31,  1999.  The  principal  sources  of  financing  for the year ended
December  31,  2000  were  the  Alpharma  and  ING Furman Selz credit facilities
discussed  below,  which yielded net proceeds of $1.5 million and $11.0 million,
respectively.  The  Alpharma  credit  facility was terminated as of December 29,
2000,  by  mutual  agreement  of  the  parties.

Outstanding  Indebtedness  to  ING  Furman  Selz  and  Other  Entities

As  of December 31, 2000, Ascent had notes outstanding in the aggregate original
principal  amount  of  $22.7  million  under its financing arrangements with the
former  holders of Series G preferred stock and funds affiliated with ING Furman
Selz.  From  December  31, 2000 to March 30, 2001, Ascent borrowed an additional
$5.0  million  under the credit facility it entered into with ING Furman Selz on
December  29,  2000.  The  notes  currently  outstanding  are  as  follows:

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-     8%  seven-year subordinated notes issued on June 1, 1998 to the holders of
Series G preferred stock pursuant to the May 1998 securities purchase agreement,
$1.7 million principal amount outstanding as of December 31, 2000. The principal
is  shown  on  the  balance  sheet net of the fair market value allocated to the
warrants  associated  with  the  notes.  These  notes  mature  in  June  2005.

-     8%  seven-year  convertible  subordinated notes issued on July 23, 1999 to
the  holders of Series G preferred stock pursuant to the second amendment to the
May  1998  securities purchase agreement, as amended, upon the conversion of the
Series  G  preferred  stock,  $7.0  million  principal  amount outstanding as of
December  31,  2000. The principal is shown on the balance sheet net of the fair
market  value  allocated  to the warrants associated with the notes. These notes
mature  in  June  2005.

-     7.5%  convertible subordinated notes in the principal amount of up to $4.0
million issued on July 1, 1999 to funds affiliated with ING Furman Selz pursuant
to  the  third  amendment  to  the  May  1998  securities purchase agreement, as
amended,  $4.0 million principal amount outstanding as of December 31, 2000. The
principal  is  shown on the balance sheet net of the fair market value allocated
to  the  warrants  associated  with  the notes. These notes mature in July 2004.

-     7.5% convertible subordinated notes in the principal amount of up to $10.0
million  issued  on  October  15,  1999 to funds affiliated with ING Furman Selz
pursuant  to the fourth amendment to the May 1998 securities purchase agreement,
as  amended, $10.0 million principal amount outstanding as of December 31, 2000.
The  principal  is  shown  on  the  balance  sheet  net of the fair market value
allocated  to the warrants associated with the notes. These notes mature in July
2004.

-     7.5% convertible subordinated notes in the principal amount of up to $6.25
million  issued  on  January  2,  2001  to funds affiliated with ING Furman Selz
pursuant  to  the fifth amendment to the May 1998 securities purchase agreement,
as  amended,  $5.0  million  principal  amount outstanding as of March 30, 2001.
These  notes  mature  in  June  2001.

Ascent's  financing  arrangements, including the material terms of the foregoing
notes,  are  described  in  more  detail  below.

Series  G  Financing. On May 13, 1998, Ascent entered into a Series G Securities
Purchase  Agreement  with  funds affiliated with ING Furman Selz Investments LLC
and  BancBoston  Ventures,  Inc.  In  accordance with this agreement, on June 1,
1998,  Ascent  issued  and  sold  to these funds an aggregate of 7,000 shares of
Series G convertible exchangeable preferred stock, $9.0 million of 8% seven-year
subordinated notes and seven-year warrants to purchase an aggregate of 2,116,958
shares  of Ascent common stock at a per share exercise price of $4.75 per share,
which, as discussed below, was subsequently decreased, for an aggregate purchase
price of $16.0 million. Of the $9.0 million of subordinated secured notes issued
and  sold  by Ascent, $8,652,515 was allocated to the relative fair value of the
subordinated  notes and $347,485 was allocated to the relative fair value of the
warrants.  Accordingly,  the  8%  subordinated  notes  will  be  accreted  from
$8,652,515  to  the  maturity  amount of $9,000,000 as interest expense over the
term  of  the  notes.  The  $347,485  allocated  to the warrants was included in
additional  paid-in-capital.  Ascent  used  a portion of the net proceeds, after
fees  and  expense,  of  $14.7  million  to  repay  $5.3  million  in  existing
indebtedness  and used the balance for working capital. As a result of the early
repayment  of  subordinated  notes, Ascent accelerated the unaccreted portion of
the  discount  amounting  to $842,000. In addition, $325,000 of unamortized debt
issue  costs  were  written  off.

In  connection with Ascent's strategic alliance with Alpharma USPD and Alpharma,
Inc.,  which,  as  discussed  below, was subsequently terminated, Ascent entered
into  a  second  amendment to the May 1998 securities purchase agreement in July
1999.  The  second  amendment  provided  for,  among  other things, (a) Ascent's
agreement  to  exercise its right to exchange all outstanding shares of Series G
preferred  stock for convertible subordinated notes in accordance with the terms
of  the  Series  G  preferred  stock, (b) the reduction in the exercise price of
warrants  to  purchase  an  aggregate of 2,116,958 shares of Ascent common stock
from  $4.75  per  share  to  $3.00  per  share and the agreement of the Series G
purchasers to exercise these warrants, (c) the issuance and sale to the Series G
purchasers  of  an aggregate of 300,000 shares of Ascent common stock at a price
of  $3.00  per  share and (d) the cancellation of approximately $7.25 million of
principal  under  the  subordinated notes held by the Series G purchasers to pay
the  exercise  price  of  the  warrants and the purchase price of the additional
300,000  shares.

The  subordinated  notes and convertible notes bear interest at a rate of 8% per
annum,  payable  semiannually  in  June  and  December  of each year, commencing
December  1998.  Ascent  deferred  forty  percent  of  the  interest  due on the
subordinated  notes  and  fifty  percent  of  the  dividend  interest due on the
convertible  notes  in  each of December 1998, June 1999, December 1999 and June
2000  for  a  period  of  three  years.

In  the  event  of  a change in control or unaffiliated merger of Ascent, Ascent
could  redeem  the  convertible  notes  issued  upon  exchange  of  the Series G
preferred  stock at a price equal to the liquidation preference plus accrued and
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unpaid  dividends,  although  Ascent would be required to issue new common stock
purchase  warrants  in connection with such redemption. In the event of a change
of  control  or  unaffiliated  merger  of Ascent, the holders of the convertible
notes and the subordinated notes could require Ascent to redeem these notes at a
price  equal  to  the  unpaid principal plus accrued and unpaid interest on such
notes. In connection with the Series G financing, a representative of ING Furman
Selz  Investments  was  added  to  Ascent's  board  of  directors.

$4.0  Million  Credit  Facility.  On  July  1,  1999,  Ascent  entered  into  an
arrangement  with  certain funds affiliated with ING Furman Selz Investments LLC
under  which  such  funds  agreed to loan Ascent up to $4.0 million. Pursuant to
this  agreement,  Ascent  issued  7.5%  convertible  subordinated  notes  in the
aggregate principal amount of $4.0 million and warrants to purchase an aggregate
of  600,000 depositary shares at an exercise price of $3.00 per share, which, as
described below, was subsequently decreased to $0.05 per share, and which expire
on  July  1,  2006, to the funds affiliated with ING Furman Selz. As of February
2000, Ascent had borrowed the entire $4.0 million under this credit facility. Of
the  $4.0 million convertible subordinated notes issued and sold, $3,605,700 was
allocated  to  the  relative  fair  value  of the convertible subordinated notes
(classified  as  debt)  and $394,300 was allocated to the relative fair value of
the  warrants  (classified as additional paid-in-capital). Accordingly, the 7.5%
convertible  subordinated notes will be accreted from $3,605,700 to the maturity
amount  of  $4,000,000  as  interest  expense  over  the term of the convertible
subordinated  notes.  The  notes mature on July 1, 2004 and are convertible into
depositary  shares  at  a conversion price of $3.00 per share. Interest on these
notes is due and payable quarterly, in arrears, on the last day of each calendar
quarter,  and  the outstanding principal on the notes is payable in full on July
1,  2004.  In  connection  with this arrangement, a second representative of ING
Furman  Selz  Investments  was  added  to  Ascent's  board  of  directors.

$10.0  Million  Credit  Facility.  On  October  15, 1999, Ascent entered into an
arrangement  with certain funds affiliated with ING Furman Selz under which such
funds  agreed to loan Ascent up to an additional $10.0 million. Pursuant to this
agreement,  Ascent  issued  to  the  funds  affiliated with ING Furman Selz 7.5%
convertible  subordinated  notes  in  the  aggregate  principal  amount of $10.0
million  and warrants to purchase an aggregate of 5,000,000 depositary shares at
an  original  exercise  price of $3.00 per share, which, as described below, was
subsequently decreased to $0.05 per share, and which expire on October 15, 2006.
As  part of the right to draw down the $10.0 million, Ascent issued to the funds
affiliated with ING Furman Selz 1,000,000 warrants which were valued at $513,500
(classified  as  debt issue costs). As of December 31, 2000, Ascent had borrowed
an  aggregate  of $10.0 million under this credit facility. Of the $10.0 million
of  convertible  subordinated notes issued and sold, $8,540,187 was allocated to
the  relative  fair  value  of the convertible subordinated notes (classified as
debt),  and  $1,459,813 was allocated to the relative fair value of the warrants
(classified  as  additional  paid-in-capital). Accordingly, the 7.5% convertible
subordinated  notes  will  be accreted from $8,540,187 to the maturity amount of
$10.0  million as interest expense over the term of the convertible subordinated
notes.  The  notes  mature  on  July  1,  2004  and  are convertible into Ascent
depositary  shares  at  a conversion price of $3.00 per share. Interest on these
notes is due and payable quarterly, in arrears, on the last day of each calendar
quarter,  and  the outstanding principal on the notes is payable in full on July
1,  2004.

$10.25  Million  Credit  Facility.  On  December 29, 2000, Ascent entered into a
loan  agreement  with  FS  Ascent  Investments LLC, which is affiliated with ING
Furman  Selz Investments ("FS Investments"), and a fifth amendment to the Series
G  securities  purchase agreement.  Pursuant to the loan agreement and the fifth
amendment,  Ascent  will  receive  up  to  $10.25  million  in financing from FS
Investments.  The  financing is comprised of $6.25 million of 7.5% secured notes
($5.0  million  of  which has already been advanced to Ascent in early 2001) and
$4.0  million  of  Series  H  preferred  stock ($1,000 of which has been sold in
2001).  Under  the  terms  of  the notes, Ascent will pay interest quarterly and
repay  the  outstanding principal of the notes on June 30, 2001, unless extended
to no later than June 30, 2002 at Ascent's election, or earlier upon a change in
control  (as  defined  in  the  loan  agreement)  of  Ascent  or  certain  other
conditions.  The  notes  are secured by Ascent's Primsol product line, including
intellectual  property  rights  of  Ascent  pertaining to Primsol, pursuant to a
security  agreement, dated as of December 29, 2000, by and between Ascent and FS
Investments. The $6.25 million to be advanced to Ascent under the loan agreement
will  be  obtained  by  FS Investments from Alpharma USPD under a loan agreement
between  FS  Investments  and  Alpharma  USPD.  Under  the terms of the Series H
preferred  stock,  Ascent  will  be entitled to, and the holders of the Series H
preferred  stock  will  be  entitled  to  cause  Ascent  to  redeem the Series H
preferred  stock  for  a  price  equal to the liquidation amount of the Series H
preferred  stock,  plus $10.0 million.  In connection with the financing, Ascent
agreed  to  issue  warrants  to  FS  Investments  to  purchase  up to 10,950,000
depositary  shares  of  Ascent  at an exercise price of $.05 per share (of which
warrants to purchase 1,950,000 depositary shares were issued on January 2, 2001)
and  reduced  the  exercise  price of certain of the above described outstanding
warrants  to  purchase  a  total of 5,600,000 depositary shares issued under the
Series  G  securities  purchase  agreement  from  $3.00  to $0.05 per share. The
remaining  warrants  to  purchase 9,000,000 depositary shares issuable under the
credit facility will be issued if the outstanding amounts are not repaid by June
30,  2001,  and  thereafter.  On  March  23, 2001, the funds affiliated with ING
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<PAGE>
Furman Selz exercised all of their 7,550,000 outstanding warrants, on a cashless
basis,  which  resulted  in  the  issuance  of  7,211,528  depositary  shares.

The  Series H preferred stock is entitled to cumulative annual dividends payable
on  December  31,  2001  at  the  rate of 7.5% of the liquidation preference (as
defined  in  the loan agreement dated as of December 29, 2000 between Ascent and
FS  Investments  LLC).  The  Series  H  preferred  stock  is  redeemable  at the
redemption price at any time after the demand date or the occurrence of a change
in  control  (each as defined in such loan agreement) of Ascent at the option of
the  holders  of the Series H preferred stock holding at least 80% of the shares
of  such stock then outstanding. Ascent may redeem all of the Series H preferred
stock  at  the  redemption  price at any time. The holders of Series H preferred
stock  generally  do  not  have  any  voting  rights.

Alpharma Strategic Alliance.  On February 16, 1999, Ascent entered into a series
of  agreements  with  Alpharma,  Inc.  and its wholly-owned subsidiary, Alpharma
USPD,  which  provided  for  a  number  of  arrangements,  including:

     Call  Option.  In  connection  with  the  consummation  of  the  strategic
alliance, Ascent obtained a call option to acquire all of its outstanding common
stock  and  assigned  the  call option to Alpharma USPD, thereby giving Alpharma
USPD  the  option, exercisable in 2003, to purchase all of Ascent's common stock
then  outstanding  at  a  purchase  price to be determined by a formula based on
Ascent's  2002  earnings.

     $40.0  Million Credit Facility.  Alpharma agreed to loan Ascent up to $40.0
million  from  time  to  time,  $12.0 million of which could be used for general
corporate  purposes  and  $28.0  million of which may only be used for specified
projects  and  acquisitions  intended  to  enhance  Ascent's  growth.

     On  February 19, 1999, Ascent borrowed $4.0 million from Alpharma under the
loan  agreement  and issued Alpharma a 7.5% convertible subordinated note in the
principal  amount  of  up  to  $40.0  million.  Ascent borrowed the entire $12.0
million  available  for general corporate purposes by June 2000.  The note bears
interest  at  a rate of 7.5% per annum, due and payable quarterly, in arrears on
the  last  day  of  each  calendar  quarter.

On  December 29, 2000, Ascent entered into a Termination Agreement with Alpharma
USPD,  Alpharma, the Original Lenders (as defined therein) and State Street Bank
and Trust Company  terminating the strategic alliance.  Pursuant to the terms of
the  Termination  Agreement, the parties terminated the (i) loan agreement, (ii)
Master  Agreement,  dated  as  of  February  16,  1999, as amended, by and among
Ascent,  Alpharma  USPD  and  Alpharma,  (iii)  Guaranty  Agreement, dated as of
February  16,  1999,  as  amended,  by  Alpharma for the benefit of Ascent, (iv)
Registration Rights Agreement, dated as of February 16, 1999, as amended, by and
between  Ascent  and  Alpharma  USPD,  (v)  Subordination Agreement, dated as of
February  16,  1999,  as amended, by and among Ascent, Alpharma and the Original
Lenders  (as  defined  therein),  (vi)  covenants and obligations of the parties
under the Supplemental Agreement, dated as of July 1, 1999, by and among Ascent,
Alpharma  USPD,  Alpharma,  the  Original Lenders (as defined therein) and State
Street and (vii) Second Supplemental Agreement, dated as of October 15, 1999, by
and  among  Ascent,  Alpharma  USPD,  Alpharma, the Original Lenders (as defined
therein)  and  State  Street  (collectively,  the "Ascent-Alpharma Agreements").
In addition, under the Termination Agreement, Alpharma USPD agreed that it would
not  exercise  its  call  option  to  acquire  Ascent pursuant to the Depositary
Agreement,  dated  as  of  February  16,  1999, as amended, by and among Ascent,
Alpharma  USPD  and  State  Street, and that Mr. Anderson, president of Alpharma
USPD,  would  resign  as a director of Ascent effective as of December 29, 2000.
Ascent agreed that upon the consummation of any change of control (as defined in
the  Termination  Agreement)  of Ascent, Ascent would pay to Alpharma USPD a fee
equal to 2% of the aggregate consideration received by Ascent upon such event in
excess  of  $65.0  million.

On December 29, 2000, Ascent also entered into a Product Purchase Agreement with
Alpharma  USPD.  Pursuant to the terms of the Product Purchase Agreement, Ascent
sold its Feverall product line in an asset sale to Alpharma USPD in exchange for
the  cancellation  by  Alpharma  USPD  of  $12.0 million of indebtedness owed to
Alpharma  USPD  by  Ascent  under a 7.5% note issued to Alpharma USPD. Under the
terms of the Product Purchase Agreement, Ascent has the option to repurchase the
Feverall  product  line  at  anytime before December 29, 2001 for $12.0 million.
Accordingly,  the  gain  on  the  sale of the assets is being deferred until the
option  to  repurchase  the  product  line  has  expired  and the net assets are
recorded  on  the  balance sheet as "Assets contingently transferred to Alpharma
USPD"  and  the  7.5%  note  is  recorded  as a long-term liability called "Debt
contingently  extinguished  by  Alpharma  USPD".

Future Capital Requirements. Ascent's future capital requirements will depend on
many  factors, including the costs and margins on sales of its products, success
of  its commercialization activities and arrangements, particularly the level of
product  sales, its ability to maintain and, in the future, expand its sales and
marketing capability and resume product development, its ability to maintain its
manufacturing  and  marketing  relationships,  its  ability  to  enter  into and
maintain  any  promotion  agreements,  its  ability  to acquire and successfully
integrate  businesses  and  products,  the time and cost involved in maintaining
and,  in  the  future,  obtaining  regulatory  approvals,  the costs involved in
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prosecuting,  enforcing  and defending patent claims and competing technological
and  market  developments.  Ascent's  business  strategy  requires a significant
commitment  of  funds  to  engage  in  product  and business acquisitions and to
maintain  sales  and  marketing  capabilities  and  manufacturing  relationships
necessary  to  promote  Orapred  and  Primsol.

Ascent  anticipates  that,  based  upon  its  current  operating plan, including
anticipated  sales  of  Primsol  and Orapred, its existing capital resources and
access  to  the  remaining  $5.25  million  under  its  credit  facility with FS
Investments,  it  will  have enough cash to fund operations through December 31,
2001.  However, Ascent will not have enough cash to pay the $875,000 in interest
and the $165,000 deferred Series G preferred stock dividends due during December
2001.  Ascent  will need additional funds beyond December 31, 2001 to repay this
debt and to operate the Company. If adequate funds are not available, Ascent may
be  required to (i) obtain funds on unfavorable terms that may require Ascent to
relinquish  rights  to  certain  of  its  technologies or products or that would
significantly  dilute  Ascent's  stockholders,  (ii) significantly scale back or
terminate  operations and/or (iii) seek relief under applicable bankruptcy laws.

Interest  payments  under  the $4.0 and $10.0 million credit facilities with the
funds  affiliated  with  ING  Furman Selz are due and payable on the last day of
each  calendar  quarter.  Interest  payments under the 8% subordinated notes due
June  1,  2005  in  the  principal  amount  of  $8.7 million are due and payable
semiannually  in June and December of each year. During fiscal 2001, Ascent will
be  required  to  pay  an  aggregate  of  $217,000  in interest under its credit
facility  with  certain holders of 8% subordinated notes due June 1, 2005. Under
an agreement with the funds affiliated with ING Furman Selz, during fiscal 2001,
Ascent  will be required to pay an aggregate of $2,210,500 in interest under the
$4.0 and $10.0 million credit facilities with such funds and the 8% subordinated
notes  due  January 1, 2005 held by such funds. As of March 30, 2001, Ascent has
borrowed  $5.0  million  of  the  $10.25  million  7.5%  credit facility with FS
Investments  and  during  fiscal  2001  will  be required to pay an aggregate of
$334,000  in  interest.

RECENT  PRONOUNCEMENTS

In  December  1999,  the  Staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB  101").  SAB  101  summarizes  certain  of  the  Staff's views in applying
generally  accepted  accounting  principles  to  revenue  recognition  issues in
financial  statements.  The application of the guidance in SAB 101 was effective
in  the  fourth  quarter  of  fiscal  2000.  Ascent adopted SAB 101 in the first
quarter  of  2000 and the results of operations have been reflected accordingly.

In  March  2000,  the  Financial  Accounting  Standard  Board  issued  FASB
Interpretation  No.  44,  "Accounting  for  Certain Transactions Involving Stock
Compensation  -  an  interpretation  of  APB Opinion No. 25" ("FIN 44").  FIN 44
clarifies the application of APB Opinion No. 25 to certain issues including: the
definition  of  an  employee  for  purposes  of applying APB Opinion No. 25; the
criteria  for  determining  whether a plan qualifies as a non-compensatory plan;
the  accounting  consequence of various modifications to the terms of previously
fixed  stock  options  or  awards;  and the accounting for the exchange of stock
compensation  awards  in  a  business  combination.  FIN 44 is effective July 1,
2000, but certain conclusions in FIN 44 are applicable retroactively to specific
events  occurring  after  either  December  15,  1998  or January 12, 2000.  The
adoption  of FIN 44 has not had a material impact on Ascent's financial position
or  results  of  operations.

Financial  Accounting  Standards  Board  Statement  No.  133,  "Accounting  for
Derivative  Instruments  and  Hedging Activities" ("SFAS 133") requires that all
derivative  investments  be  recorded in the balance sheet at fair value. During
1999,  Financial  Accounting  Standards Board Statement No. 137, "Accounting for
Derivative  Instruments and Hedging Activities deferral of the Effective Date of
the  Statement  of  Financial  Accounting  Standards  No.  133" ("SFAS 137") was
issued.  This  statement  amended  SFAS  133  by deferring the effective date to
fiscal  quarters beginning after June 15, 2001.  The Company will adopt SFAS 133
in  the  fiscal  quarter beginning after June 15, 2001, although the Company has
not historically entered into transactions involving derivative instruments, nor
has  it  hedged  any  of  its  business  activities, so it does not believe that
adoption  of  SFAS  133  will  have  any  effect  on  its  financial statements.

In  September  2000,  the FASB issued SFAS No. 140 "Accounting for Transfers and
Servicing  of Financial Assets and Extinguishments of Liabilities--a replacement
of  FASB  Statement  No. 125". SFAS No. 140 revises the standards for accounting
for  securitizations  and other transfers of financial assets and collateral and
requires  certain  disclosures,  but  it  carries  over  most  of SFAS No. 125's
provisions  without  reconsideration.  This Statement is effective for transfers
and  servicing  of financial assets and extinguishments of liabilities occurring
after  March  31,  2001.  This  Statement  is  effective  for  recognition  and
reclassification  of  collateral  and for disclosures relating to securitization
transactions  and collateral for fiscal years ending after December 15, 2000. We
do  not  expect  the  adoption  of SFAS No. 140 to have a material impact on our
financial  position  or  results  of  operations.
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<PAGE>
CERTAIN  FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS

This  Annual  Report  on Form 10-K contains forward-looking statements. For this
purpose,  any  statements contained herein that are not statements of historical
fact  may  be  deemed  to  be  forward-looking  statements. Without limiting the
foregoing,  the  words  "believes," "anticipates," "plans," "expects," "intends"
and  similar  expressions  are  intended to identify forward-looking statements.
There  are  a  number of important factors that could cause THE COMPANY'S ACTUAL
RESULTS  TO  DIFFER  MATERIALLY  FROM THOSE INDICATED BY SUCH FORWARDING-LOOKING
STATEMENTS.  THESE  FACTORS  INCLUDE, WITHOUT LIMITATION, THOSE SET FORTH BELOW.

WE  HAVE  NOT  BEEN  PROFITABLE

We  have  incurred  net  losses  since  our inception. At December 31, 2000, our
accumulated  deficit  was  approximately  $80.6  million.  We received our first
revenues  from  product  sales  in  July  1997.  We  expect  to incur additional
significant  operating  losses  over  the  next  12 months and expect cumulative
losses  to  increase.  We  expect that our losses will fluctuate from quarter to
quarter  based  upon factors such as any product acquisitions of ours, sales and
marketing  initiatives,  competition  and  the  extent  and
severity  of  illness  during cold and flu seasons. These quarterly fluctuations
may  be  substantial.

WE  WILL  REQUIRE  ADDITIONAL  FUNDING  AND  WE  MAY  NOT  BE ABLE TO OBTAIN ANY

We anticipate that, based upon our current operating plan, including anticipated
sales  of  Primsol and Orapred, our existing capital resources and access to the
remaining  $5.25 million under our credit facility with ING Furman Selz, we will
have  enough cash to fund operations through December 31, 2001. However, we will
not  have  enough  cash  to  pay  the  $875,000  in interest and the $165,000 in
deferred  Series  G preferred stock dividends due in December 2001. We will need
additional  funds  to repay this debt and to operate the Company beyond December
31,  2001. If adequate funds are not available, we may be required to (i) obtain
funds  on  unfavorable terms that may require us to relinquish rights to certain
of  our  technologies  or  products  or  that  would  significantly  dilute  our
stockholders,  (ii)  significantly  scale  back  or terminate current operations
and/or  (iii)  seek  relief  under applicable bankruptcy laws. Any of such cases
would  have  a  material  adverse  effect  on  our  business.

WE  DERIVE A SIGNIFICANT PORTION OF OUR REVENUE FROM A SMALL NUMBER OF CUSTOMERS
AND  OUR  REVENUE  WOULD  DECLINE  SIGNIFICANTLY  IF  WE LOSE A CUSTOMER OR IF A
CUSTOMER  CANCELS  OR  DELAYS  AN  ORDER.

Because  we  depend  on  a  small number of customers, our revenue would decline
significantly  if  we  lose  a  customer,  or if a customer cancels or delays an
order.  Sales  to  Warner  Lambert Company accounted for 20% of our net revenues
for  the  year  ended December 31, 2000 and 50% of our net revenues for the year
ended  December 31, 1999.  In addition, sales to McKesson HBOC accounted for 11%
of  our  net  revenues  for  the  year ended December 31, 2000 and 5% of our net
revenues  for  the  year  ended December 31, 1999.  We do not have any long-term
contracts  with any of our customers. We expect to continue to derive a majority
of  our  revenues  from  a  limited  number  of  customers  in  the near future.

YOU  WILL  NOT  BE  ABLE TO CONTROL OUR CORPORATE EVENTS BECAUSE ING FURMAN SELZ
OWNS  APPROXIMATELY  65%  OF  OUR  SECURITIES

ING Furman Selz beneficially owns approximately 65% of our securities, including
depositary  shares  issuable upon conversion of outstanding convertible notes as
of  March  30,  2001.  Accordingly,  ING  Furman Selz, by virtue of its majority
ownership of our securities, has the power, acting alone, to elect a majority of
our board of directors over a three year period and has the ability to determine
the  outcome  of any corporate actions requiring stockholder approval, including
without  limitation  a  sale  of  the  Company,  regardless  of  how  our  other
stockholders  may  vote.  ING  Furman  Selz's  interests could conflict with the
interests  of  our other stockholders. For instance, in the event of any sale of
the Company, the first $27.7 million in proceeds will be paid to ING Furman Selz
as  repayment  of debt, plus additional payments required under the terms of the
securities.

THERE  IS UNCERTAINTY AS TO THE MARKET ACCEPTANCE OF OUR TECHNOLOGY AND PRODUCTS

The  commercial  success  of Orapred syrup and Primsol solution will depend upon
their  acceptance  by  pediatricians, pediatric nurses and third party payors as
clinically  useful,  cost-effective  and  safe.  Factors  that  we  believe will
materially  affect  market  acceptance  of  these  products  include:

-     the  safety,  efficacy,  side  effect  profile,  taste, dosing and ease of
      administration  of  the  product;

-     the  patent  and  other  proprietary  position  of  the  product;

-     brand  name  recognition;  and

-     price.

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<PAGE>
The  failure  to achieve market acceptance of Orapred syrup and Primsol solution
could  have  a  material  adverse  effect  on  our  business.

WE  FACE  SIGNIFICANT  COMPETITION  IN  THE  PEDIATRIC  PHARMACEUTICAL  INDUSTRY

The pediatric pharmaceutical industry is highly competitive and characterized by
rapid  and  substantial  technological  change. We may be unable to successfully
compete  in  this industry. Our competitors include several large pharmaceutical
companies  that  market pediatric products in addition to products for the adult
market,  including  GlaxoSmithKline,  which markets Ceftin oral suspension which
competes  with  our Primsol product; Eli Lilly and Company, which markets Ceclor
suspension  which  competes  with  our  Primsol  product;  the  Ortho-McNeil
Pharmaceutical  Division  of  Johnson  &  Johnson,  Inc.,  which markets Tylenol
suspension  which would compete with our acetaminophen extended release product;
and  Muro  Pharmaceuticals,  Inc., which markets Prelone which competes with our
Orapred  product.

We  currently  market  three  products  as  alternative treatments for pediatric
indications  for  which  products  with  the  same  active  ingredient  are
well-entrenched  in  the  market. Our products compete with products that do not
contain  the same active ingredient but are used for the same indication and are
well  entrenched  within  the  pediatric  market.  Moreover,  our  products  are
reformulations  of  existing  drugs  of  other  manufacturers  and  may  have
significantly  narrower  patent  or  other  competitive  protection.

Particular  competitive  factors  that  we  believe  may  affect  us  include:

-     many  of  our  competitors  have  well  known  brand  names that have been
promoted  over  many  years;

-     many  of  our  competitors offer well established, broad product lines and
services  which  we  do  not  offer;  and

-     many  of  our  competitors have substantially greater financial, technical
and  human resources than we have, including greater experience and capabilities
in  undertaking preclinical studies and human clinical trials, obtaining FDA and
other  regulatory  approvals  and  marketing  pharmaceuticals.

WE  ARE  DEPENDENT  ON  THIRD  PARTY  MANUFACTURERS

We  have  no  manufacturing  facilities.  Instead,  we  rely on third parties to
manufacture our products in accordance with current Good Manufacturing Practices
requirements
prescribed by the FDA. In particular, we rely on Lyne Laboratories, Inc. for the
manufacture  of  Orapred  syrup  and  Primsol  solution.

We expect to be dependent on third party manufacturers for the production of all
of  our products. There are a limited number of manufacturers that operate under
the FDA's Good Manufacturing Practices requirements and capable of manufacturing
our  products. In the event that we are unable to obtain contract manufacturing,
or  obtain manufacturing on commercially reasonable terms, we may not be able to
commercialize  our  products  as  planned.

We  have  no experience in manufacturing on a commercial scale and no facilities
or  equipment  to  do  so.  If  we  determine  to  develop our own manufacturing
capabilities, we will need to recruit qualified personnel and build or lease the
requisite  facilities  and equipment. We may not be able to successfully develop
our  own  manufacturing  capabilities.  Moreover, it may be very costly and time
consuming  for  us  to  develop  the  capabilities.

WE  ARE  DEPENDENT  UPON  SOLE  SOURCE  SUPPLIERS  FOR  OUR  PRODUCTS

Some of our supply arrangements require that we buy all of our requirements of a
particular  product  exclusively from the other party to the contract. Moreover,
for  one  of our products, we have qualified only one supplier. Any interruption
in  supply  from  any  of  our  suppliers  or their inability to manufacture our
products  in accordance with the FDA's Good Manufacturing Practices requirements
may  adversely affect us in a number of ways, including our being unable to meet
commercial  demand  for  our  products.

WE  ARE  DEPENDENT  UPON  A  THIRD  PARTY  DISTRIBUTOR

We distribute our products through a third party distribution warehouse. We have
no  experience  with  the  distribution  of products and rely on the third party
distributor  to perform order entry, customer service and collection of accounts
receivable on our behalf. The success of this arrangement is dependent on, among
other things, the skills, experience and efforts of the third party distributor.

THE  PRICING  OF  OUR  PRODUCTS  IS  SUBJECT  TO  DOWNWARD  PRESSURES

The  availability  of reimbursement by governmental and other third party payors
affects  the  market  for  our pharmaceutical products. These third party payors
continually  attempt  to  contain  or reduce healthcare costs by challenging the
prices  charged  for  medical  products and services. In some foreign countries,
particularly  the  countries  of the European Union, the pricing of prescription
PAGE 25
<PAGE>
pharmaceuticals  is  subject  to  governmental  control.

We  expect  to  experience  pricing  pressure  due  to  the trend toward managed
healthcare,  the  increasing  influence  of health maintenance organizations and
additional  legislative  proposals.  We  may  not  be  able to sell our products
profitably  if  reimbursement  is  unavailable  or  limited  in scope or amount.

WE  MAY  NOT  BE  ABLE  TO  MAINTAIN  OR  OBTAIN  REGULATORY  APPROVALS

The  production  and  the  marketing  of  our  products are subject to extensive
regulation  by  federal,  state and local governmental authorities in the United
States  and  other  countries.  If  we fail to comply with applicable regulatory
requirements, we may be subject to fines, suspension or withdrawal of regulatory
approvals,  product  recalls,  seizure  of  products, operating restrictions and
criminal  prosecutions.

Moreover,  if  our financial condition improves sufficiently such that we resume
product  development,  clearing  the  regulatory  process  for  the  commercial
marketing  of  a  pharmaceutical  product  takes  many  years  and  requires the
expenditure  of  substantial  resources.  We have had only limited experience in
filing  and  prosecuting  applications  necessary  to gain regulatory approvals.
Thus,  we  may  not  be  able to obtain regulatory approvals to conduct clinical
trials  of  or  manufacture  or  market  any  future  potential  products.

Factors that may affect the regulatory process for any future product candidates
we  may  have  include:

-     our  analysis of data obtained from preclinical and clinical activities is
subject  to  confirmation  and  interpretation  by regulatory authorities, which
could  delay,  limit  or  prevent  regulatory  approval;

-     we  or the FDA may suspend clinical trials at any time if the participants
are  being  exposed  to  unanticipated  or  unacceptable  health  risks;  and

-     any  regulatory approval to market a product may be subject to limitations
on the indicated uses for which we may market the product. These limitations may
limit  the  size  of  the  market  for  the  product.

As  to products for which we have or, with respect to future product candidates,
if any, obtain marketing approval, we, the manufacturer of the product, if other
than  us,  and  the manufacturing facilities will be subject to continual review
and  periodic  inspections  by  the  FDA. The subsequent discovery of previously
unknown  problems  with  the  product,  manufacturer  or  facility may result in
restrictions on the product or manufacturer, including withdrawal of the product
from  the  market.

We  also  are  subject  to  numerous and varying foreign regulatory requirements
governing  the  design  and conduct of clinical trials and the manufacturing and
marketing  of  our  products. The approval procedure varies among countries. The
time  required  to  obtain foreign approvals often differs from that required to
obtain  FDA approval. Approval by the FDA does not ensure approval by regulatory
authorities  in  other  countries.

ANY  PROMOTION  ARRANGEMENTS  DEPEND  ON  THE  SUPPORT  OF  OUR  COLLABORATORS

We  plan  to  continue  to  seek  to  enter  into  arrangements  to promote some
pharmaceutical  products of third parties to pediatricians in the United States.
The  success  of  any arrangement is dependent on, among other things, the third
party's  commitment  to  the  arrangement,  the financial condition of the third
party  and  market  acceptance  of  the  third  party's  products.

WE  ARE  EXPOSED  TO  PRODUCT  LIABILITY  CLAIMS

Our  business exposes us to potential product liability risks which are inherent
in  the  testing,  manufacturing, marketing and sale of pharmaceuticals. Product
liability  claims  might  be  made  by  consumers,  health  care  providers  or
pharmaceutical  companies or others that sell our products. If product liability
claims are made with respect to our products, we may need to recall the products
or  change  the  indications  for  which they may be used. A recall of a product
would  have  a  material adverse effect on our business, financial condition and
results  of  operations.

WE  HAVE  LIMITED PRODUCT LIABILITY COVERAGE AND WE MAY NOT BE ABLE TO OBTAIN IT
IN  THE  FUTURE

Our  product  liability coverage is expensive and we have purchased only limited
coverage. This coverage is subject to various deductibles. In the future, we may
not be able to maintain or obtain the necessary product liability insurance at a
reasonable  cost  or  in  sufficient  amounts  to  protect  us  against  losses.
Accordingly,  product  liability  claims could have a material adverse effect on
our  business,  financial  condition  and  results  of  operations.
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<PAGE>
WE  MAY  BECOME INVOLVED IN PROCEEDINGS RELATING TO INTELLECTUAL PROPERTY RIGHTS

Because  our  products  are based on existing compounds rather than new chemical
entities,  we  may  become  parties  to  patent  litigation  and  interference
proceedings.  The  types  of  situations  in  which  we  may  become  parties to
litigation  or  proceedings  include:

-     if  our  competitors  file  patent applications that claim technology also
claimed  by  us, we may participate in interference or opposition proceedings to
determine  the  priority  of  invention;

-     if  third  parties  initiate  litigation  claiming  that  our processes or
products  infringe  their  patent or other intellectual property rights, we will
need  to  defend  against  such  proceedings;

-     we  may  initiate litigation or other proceedings against third parties to
enforce  our  patent  rights;  or

-     we  may  initiate litigation or other proceedings against third parties to
seek  to  invalidate  the  patents held by them or to obtain a judgment that our
products  or  processes  do  not  infringe  their  patents.

An adverse outcome in any litigation or interference proceeding could subject us
to  significant  liabilities  to third parties and require us to cease using the
technology  that is at issue or to license the technology from third parties. We
may not be able to obtain any required licenses on commercially acceptable terms
or at all. Thus, an unfavorable outcome in any patent litigation or interference
proceeding  could  have  a  material  adverse  effect on our business, financial
condition  or  results  of  operations.

The  cost  to  us  of  any patent litigation or interference proceeding, even if
resolved  in  our  favor, could be substantial. Uncertainties resulting from the
initiation  and  continuation  of  patent litigation or interference proceedings
could  have  a  material  adverse  effect  on  our  ability  to  compete  in the
marketplace.  Patent  litigation  and  interference  proceedings may also absorb
significant  management  time.

OUR  PATENT  LICENSES  ARE  SUBJECT  TO  TERMINATION

We are a party to a number of patent licenses that are important to our business
and  seek to enter into additional patent licenses in the future. These licenses
impose  various  commercialization,  sublicensing,  royalty, insurance and other
obligations  on  us.  If we fail to comply with these requirements, the licensor
will  have  the  right  to  terminate  the  license, which could have a material
adverse  effect  on  our business, financial condition or results of operations.

OUR  BUSINESS  COULD  BE  ADVERSELY AFFECTED IF WE CANNOT ADEQUATELY PROTECT OUR
PROPRIETARY  KNOW-HOW

We  must maintain the confidentiality of our trade secrets and other proprietary
know-how.  We  seek to protect this information by entering into confidentiality
agreements with our employees, consultants, any outside scientific collaborators
and  other advisors. These agreements may be breached by the other party. We may
not be able to obtain an adequate, or perhaps, any remedy to address the breach.
In  addition,  our  trade secrets may otherwise become known or be independently
developed  by  our  competitors.

WE  INTEND  TO PURSUE STRATEGIC ACQUISITIONS WHICH MAY BE DIFFICULT TO INTEGRATE

As  part  of  our  overall  business  strategy,  we  intend  to pursue strategic
acquisitions  that  would  provide  additional  product  offerings.  Any  future
acquisition  could result in the use of significant amounts of cash, potentially
dilutive  issuances of equity securities, the incurrence of debt or amortization
expenses related to the goodwill and other intangible assets, any of which could
have  a  material  adverse  effect  on  our  business. In addition, acquisitions
involve  numerous  risks,  including:

-     difficulties in the assimilation of the operations, technologies, products
and  personnel  of  the  acquired  company;

-     the  diversion of management's attention from other business concerns; and

-     the  potential  loss  of  key  employees  of  the  acquired  company.

From  time to time, we have engaged in discussions with third parties concerning
potential  acquisitions  of  product  lines,  technologies  and  businesses.

WE  ARE  SUBJECT TO TECHNOLOGICAL UNCERTAINTY IN ANY DEVELOPMENT EFFORTS THAT WE
MAY  RESUME

We  have  introduced  only  three internally-developed products, Pediamist nasal
saline  spray,  Primsol trimethoprim solution and Orapred syrup into the market.
Although  we  have completed development of products and have filed applications
with  the  FDA for marketing approval, any future product candidates we may have
would  require  additional formulation, preclinical studies, clinical trials and
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<PAGE>
regulatory  approval  prior to any commercial sales. Moreover, in December 1999,
due  to  limitations  on resources, we suspended the development of our products
indefinitely.  If  we  resume  product  development,  we  will  be  required  to
successfully  address  a  number  of  technological  challenges  to complete the
development  of  our  potential products. These products may have undesirable or
unintended side effects, toxicities or other characteristics that may prevent or
limit  commercial  use.

WE  MAY  BE  UNSUCCESSFUL  WITH  ANY  FUTURE  CLINICAL TRIALS THAT WE MAY RESUME

In  order  to  obtain regulatory approvals for the commercial sale of any future
products  we  may  have  under  development,  if  any,  we  will  be required to
demonstrate  through preclinical testing and clinical trials that the product is
safe  and  efficacious.  The results from preclinical testing and early clinical
trials  of  a product that is under development may not be predictive of results
that  will  be  obtained in large-scale later clinical trials. In December 1999,
due  to  limitations  on resources, we suspended the development of our products
indefinitely.

The  rate of completion of our clinical trials, if any, is dependent on the rate
of  patient  enrollment,  which  is  beyond  our  control.  We  may  not be able
successfully  to  complete  any  clinical  trial of a potential product within a
specified  time  period,  if  at  all,  including  because  of a lack of patient
enrollment.  Moreover,  clinical trials may not show any potential product to be
safe  or  efficacious.  Thus,  the  FDA and other regulatory authorities may not
approve  any  of  our  potential  products  for  any  indication.

If  we are unable to complete a clinical trial of one of our potential products,
if the results of the trial are unfavorable or if the time or cost of completing
the  trial  exceeds our expectation, assuming we resume product development, our
business,  financial  condition  or  results  of  operations could be materially
adversely  affected.

WE  ARE  DEPENDENT  ON  A  FEW  KEY  EMPLOYEES  WITH  KNOWLEDGE OF THE PEDIATRIC
PHARMACEUTICAL  INDUSTRY

We  are  highly  dependent  on  the  principal  members  of  our  management and
scientific  staff,  particularly Dr. Clemente, the president and chairman of our
board  of  directors.  The  loss  of  the  services of Dr. Clemente could have a
material  adverse  effect  on  our  business.

UNCERTAINTY  OF  HEALTHCARE  REFORM  MEASURES

In  both  the  United  States  and some foreign jurisdictions, there have been a
number  of legislative and regulatory proposals to change the healthcare system.
Further  proposals  are  likely.  The  potential for adoption of these proposals
affects  and  will  affect  our  ability  to  raise  capital,  obtain additional
collaborative  partners  and  market  our  products.

WE  NEED  TO  ATTRACT  AND  RETAIN  HIGHLY  SKILLED  PERSONNEL WITH KNOWLEDGE OF
DEVELOPING  AND  MANUFACTURING  PEDIATRIC  PHARMACEUTICALS

Recruiting  and retaining qualified scientific personnel to perform research and
development  is critical to our success. Any growth and expansion into areas and
activities requiring additional expertise would expected to require the addition
of  new  management  personnel  and  the  development of additional expertise by
existing  management  personnel. We may not be able to attract and retain highly
skilled  personnel  on  acceptable  terms  given the competition for experienced
scientists  among  pharmaceutical  and  health  care companies, universities and
non-profit  research  institutions.

ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

In  January  1997,  the  Securities  and  Exchange  Commission  issued Financial
Reporting  Release  48, also known as FRR 48, "Disclosure of Accounting Policies
for  Derivative  Financial Instruments and Derivative Commodity Instruments, and
Disclosure  of  Quantitative  and  Qualitative  Information  About  Market  Risk
Inherent  in  Derivative  Financial Instruments, Other Financial Instruments and
Derivative Commodity Instruments". FRR 48 requires disclosure of qualitative and
quantitative  information  about  market  risk  inherent in derivative financial
instruments,  other  financial instruments, and derivative commodity instruments
beyond  those  required  under  generally  accepted  accounting  principles.

In  the ordinary course of business, Ascent is exposed to interest rate risk for
its  subordinated  and convertible subordinated notes. At December 31, 2000, the
fair  value  of  these  outstanding  notes was estimated to approximate carrying
value.  Market  risk  was  estimated  as  the  potential  increase in fair value
resulting  from  a  hypothetical  10%  decrease  in  Ascent's  weighted  average
short-term  borrowing  rate  at  December  31,  2000,  which  was not materially
different  from  the  year-end  carrying  value.

ITEM  8.   FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

All  financial statements required to be filed hereunder are filed as Appendix A
hereto,  are  listed under Item 14 (a) and are incorporated herein by reference.
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ITEM  9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
          FINANCIAL  DISCLOSURE

None.

                                    PART  III

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

The  information  required  by  this  item  is  contained  in  part  in Ascent's
definitive  proxy statement for the annual meeting of stockholders to be held on
June 13, 2001 (the "Definitive Proxy Statement") under the caption "Proposal 1 -
Election  of Directors," which section is incorporated herein by this reference.
The  information  required  by  this  item  is  also contained in part under the
caption "Executive Officers and Significant Employees of the Registrant" in Part
I  of  this  Annual  Report  on  Form  10-K,  following  Item  4.

ITEM  11.  EXECUTIVE  COMPENSATION

The  information  required  by  this  item  is contained in the Definitive Proxy
Statement  under the caption "Proposal 1 - Election of Directors," which section
is  incorporated  herein  by  this  reference.

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  information  required  by  this  item  is contained in the Definitive Proxy
Statement  under  the  caption "Stock Ownership of Certain Beneficial Owners and
Management,"  which  section  is  incorporated  herein  by  this  reference.

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

The  information  required  by  this  item  is contained in the Definitive Proxy
Statement  under  the  caption "Certain Relationships and Related Transactions,"
which  section  is  incorporated  herein  by  this  reference.

                                     PART  IV

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

(a)     The  following documents are filed as Appendix A hereto and are included
as  part  of  this  Annual  Report  on  Form  10-K:
     Financial  Statements  of  Ascent  Pediatrics,  Inc.:
     Report  of  Independent  Public  Accountants
     Balance  Sheets
     Statements  of  Operations
     Statements  of  Stockholders'  Equity  (Deficit)
     Statements  of  Cash  Flows
     Notes  to  Financial  Statements

(b)     Reports  on  Form  8-K:  None.

(c)     The  list of Exhibits filed as a part of this Annual Report on Form 10-K
are  set  forth on the Exhibit Index immediately preceding such exhibits, and is
incorporated  herein  by  this  reference.

(d)     The  Company  is not filing any financial statement schedules as part of
this  Annual  Report  on  Form 10-K because they are not required or because the
required  information  is provided in the financial statements or notes thereto.


PAGE 29
<PAGE>

                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934, the registrant has duly caused this Form 10-K to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.


Date:  April  2,  2001     ASCENT  PEDIATRICS,  INC.
                           (Registrant)


                           By:  /s/  Emmett  Clemente
                                Emmett  Clemente
                                President  and  Chairman  of  the  Board
                               (Principal  Executive  Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the Registrant and
in  the  capacities  and  on  the  dates  indicated.

Signature                     Title                                         Date
---------     -----     ----

/s/  Emmett  Clemente
------------------------
Emmett  Clemente              President, Chairman of the Board     April 2, 2001
                              and Treasurer (Principal
                              Executive and Financial Accounting
                              Officer)

/s/  Raymond  F.  Baddour
-------------------------
Raymond  F.  Baddour          Director                             April 2, 2001

/s/  Robert  Baldini
------------------------
Robert  Baldini               Director                             April 2, 2001

/s/  Nicholas  Daraviras
------------------------
Nicholas  Daraviras           Director                             April 2, 2001

/s/  Joseph  Ianelli
-------------------------
Joseph  Ianelli               Director                             April 2, 2001


-----------------------
Andre  Lamotte                Director

/s/  James  l.  Luikart
-------------------------
James  L.  Luikart            Director                           April  2,  2001
PAGE 30
<PAGE>
                                   APPENDIX A

                          INDEX  TO  FINANCIAL  STATEMENTS

                            Ascent  Pediatrics,  Inc.:
                   Report of Independent Accountants                 F-2
                   Balance Sheets                                    F-3
                   Statements of Operations                          F-4
                   Statements of Stockholders' Equity (Deficit)      F-5
                   Statements of Cash Flows                          F-6
                   Notes to Financial Statements                     F-7


                                       F-1

PAGE 31
<PAGE>
                        REPORT  OF  INDEPENDENT  ACCOUNTANTS

To  the  Board  of  Directors  and  Stockholders  of
Ascent  Pediatrics,  Inc.:

In  our  opinion,  the accompanying balance sheets and the related statements of
operations,  of stockholders' equity (deficit) and of cash flows present fairly,
in  all  material respects, the financial position of Ascent Pediatrics, Inc. at
December 31, 2000 and 1999, and the results of its operations and its cash flows
for  each of the three years in the period ended December 31, 2000 in conformity
with  accounting  principles generally accepted in the United States of America.
These  financial  statements are the responsibility of the Company's management;
our  responsibility is to express an opinion on these financial statements based
on  our  audits.  We conducted our audits of these statements in accordance with
auditing  standards  generally  accepted  in the United States of America, which
require  that we plan and perform the audit to obtain reasonable assurance about
whether  the  financial  statements are free of material misstatement.  An audit
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the  financial  statements, assessing the accounting principles
used  and  significant  estimates made by management, and evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note A to the
financial statements, the Company has suffered recurring losses from operations,
has  negative  working  capital,  stockholders'  deficit and requires additional
financing.  These factors raise substantial doubt about the Company's ability to
continue  as  a going concern. Management's plans in regard to these matters are
also  described  in  Note  A.  The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

PricewaterhouseCoopers  LLP

Boston,  Massachusetts
March  23,  2001


                                       F-2
PAGE 32
<PAGE>
                             ASCENT PEDIATRICS, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                                             December 31,
                                                            --------------
<S>                                                         <C>             <C>
                                                                     2000           1999
                                                            --------------  -------------
ASSETS
Current Assets
     Cash and cash equivalents . . . . . . . . . . . . . .  $     260,882   $  1,067,049
     Accounts receivable, less allowance for doubtful
       accounts of $137,000 and $67,000 at December 31,
       2000 and 1999, respectively . . . . . . . . . . . .        812,373        759,098
     Inventory . . . . . . . . . . . . . . . . . . . . . .      1,624,766      1,012,430
     Other current assets. . . . . . . . . . . . . . . . .        410,129        132,555
                                                            --------------  -------------
        Total current assets . . . . . . . . . . . . . . .      3,108,150      2,971,132

Fixed assets, net. . . . . . . . . . . . . . . . . . . . .        378,879        516,165
Debt issue costs, net. . . . . . . . . . . . . . . . . . .      1,267,433      1,882,365
Intangibles, net . . . . . . . . . . . . . . . . . . . . .              -      9,857,648
Assets contingently transferred to Alpharma. . . . . . . .     10,493,146              -
Other assets . . . . . . . . . . . . . . . . . . . . . . .         45,300         45,300
                                                            --------------  -------------
        Total assets . . . . . . . . . . . . . . . . . . .  $  15,292,908   $ 15,272,610
                                                            ==============  =============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
     Accounts payable. . . . . . . . . . . . . . . . . . .  $   1,309,124   $  1,645,302
     Interest payable. . . . . . . . . . . . . . . . . . .      1,270,240        523,023
     Accrued expenses. . . . . . . . . . . . . . . . . . .        961,421      1,600,855
     Deferred revenue. . . . . . . . . . . . . . . . . . .        738,544              -
                                                            --------------  -------------
        Total current liabilities. . . . . . . . . . . . .      4,279,329      3,769,180

Subordinated secured notes . . . . . . . . . . . . . . . .     20,706,113     21,461,041
Debt contingently extinguished by Alpharma . . . . . . . .     12,000,000              -
Other liabilities. . . . . . . . . . . . . . . . . . . . .         14,080              -
                                                            --------------  -------------
        Total liabilities. . . . . . . . . . . . . . . . .     36,999,522     25,230,221

Commitments and contingencies (Note I)
Stockholders' deficit
     Preferred stock, $.01 par value; 5,000,000 shares
        authorized; no shares issued and outstanding at
        December 31, 2000 and 1999, respectively . . . . .              -              -
     Common stock, $.00004 par value; 60,000,000 shares
        authorized; 9,781,814 and 9,643,883 shares issued
        and outstanding at December 31, 2000 and 1999,
        respectively . . . . . . . . . . . . . . . . . . .            390            385
     Additional paid-in capital. . . . . . . . . . . . . .     58,894,821     56,304,465
     Accumulated deficit . . . . . . . . . . . . . . . . .    (80,601,825)   (66,262,461)
                                                            --------------  -------------
        Total stockholders' deficit. . . . . . . . . . . .    (21,706,614)    (9,957,611)
                                                            --------------  -------------

        Total liabilities and stockholders' deficit. . . .  $  15,292,908   $ 15,272,610
                                                            ==============  =============
</TABLE>



                                       F-3
    The accompanying notes are an integral part of the financial statements.
PAGE 33
<PAGE>

                             ASCENT PEDIATRICS, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>



                                               Year Ended December 31,
                                              -------------------------
<S>                                           <C>                        <C>            <C>
                                                                  2000           1999           1998
                                              -------------------------  -------------  -------------

Product revenue, net . . . . . . . . . . . .  $              3,395,470   $  3,039,678   $  4,352,899
Co-promotional revenue . . . . . . . . . . .                 1,068,562      4,007,500        122,819
                                              -------------------------  -------------  -------------
Total net revenue. . . . . . . . . . . . . .                 4,464,032      7,047,178      4,475,718

Costs and expenses
  Costs of product sales . . . . . . . . . .                 1,401,696      1,626,339      2,383,431
  Selling, general and administrative. . . .                12,471,356     15,808,252     13,616,237
  Research and development . . . . . . . . .                 2,003,489      3,833,310      4,522,046
                                              -------------------------  -------------  -------------
  Total costs and expenses . . . . . . . . .                15,876,541     21,267,901     20,521,714

      Loss from operations . . . . . . . . .               (11,412,509)   (14,220,723)   (16,045,996)

Interest income. . . . . . . . . . . . . . .                    58,779         67,617        368,570
Interest expense . . . . . . . . . . . . . .                (3,063,583)    (1,499,574)    (1,387,412)
Other income . . . . . . . . . . . . . . . .                    77,949              -              -
                                              -------------------------  -------------  -------------
      Loss before extraordinary item . . . .               (14,339,364)   (15,652,680)   (17,064,838)

Extraordinary item- loss on early
  extinguishment of debt, net of taxes
  of $0 (Note M) . . . . . . . . . . . . . .                         -              -      1,166,463
                                              -------------------------  -------------  -------------
      Net loss . . . . . . . . . . . . . . .               (14,339,364)   (15,652,680)   (18,231,301)

Preferred stock dividend . . . . . . . . . .                         -        418,958        449,169
                                              -------------------------  -------------  -------------
      Net loss to common stockholders. . . .  $            (14,339,364)  $(16,071,638)  $(18,680,470)
                                              =========================  =============  =============

Results per common share basic and diluted:
      Loss before extraordinary item . . . .  $                  (1.47)  $      (1.91)  $      (2.46)
      Extraordinary item loss of early
         extinguishment on debt. . . . . . .  $                      -   $          -   $      (0.17)

         Preferred stock dividend. . . . . .  $                      -   $      (0.05)  $      (0.06)
                                              -------------------------  -------------  -------------

         Net loss to common stockholders . .  $                  (1.47)  $      (1.96)  $      (2.69)
                                              =========================  =============  =============

Weighted average shares, basic and diluted .                 9,749,423      8,182,085      6,939,348
                                              =========================  =============  =============
</TABLE>

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

                                       F-4
PAGE 34
<PAGE>
                             ASCENT PEDIATRICS, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>


                                        Accumulated
<S>                                  <C>                 <C>           <C>           <C>         <C>             <C>
                                     Number of  shares   Par           Additional    Other       Stockholders'
                                     ------------------
                                     Preferred           Common        Preferred     Value       Paid-In         Accumulated
                                     Stock               Stock         Series G      Common      Capital         Deficit
                                     ------------------  ------------  ------------  ----------  --------------  -------------

Balance, December  31, 1997 . . . .                  0     6,893,332             -          276      47,891,846   (32,378,480)

Series G convertible exchangeable
  preferred stock, net of issuance
  costs of $538,749 . . . . . . . .              7,000     6,461,251     6,461,251
Warrants issued to subordinated
  secured noteholders, net of
  issuance costs of $24,488 . . . .            322,997       322,997
Common stock issued upon option
  exercise. . . . . . . . . . . . .             29,963             1        40,499       40,500
Employee stock purchase plan. . . .             52,626             2       117,798      117,800
Amortization of unearned
  Compensation. . . . . . . . . . .             27,300        27,300
Dividend on Series G convertible
  Exchangeable preferred stock. . .           (449,169)     (449,169)
Change in unrealized loss on
  Securities. . . . . . . . . . . .             (1,116)       (1,116)
Net loss. . . . . . . . . . . . . .        (18,231,301)  (18,231,301)
                                     ------------------  ------------
Balance, December  31, 1998 . . . .              7,000     6,975,921   $ 6,461,251   $      279  $   47,951,271  $(50,609,781)

Issuance of common stock pursuant
  to Furman Selz/Alpharma agreement          2,566,958           103     8,282,021    8,282,124
  Conversion of preferred stock . .             (7,000)   (6,461,251)   (6,461,251)
  Acceleration of accretion of
    secured debt. . . . . . . . . .           (242,079)     (242,079)
  Acceleration of debt issue costs.           (460,632)     (460,632)
  Preferred stock dividend variable
    rate adjustment . . . . . . . .            210,153       210,153
Warrants and options issued to
  subordinated secured noteholders.            811,263       811,263
Cashless exercise of warrants . . .             17,408             -
Employee stock purchase plan. . . .             83,596             3       171,426      171,429
Dividend on Series G convertible
  exchangeable preferred stock. . .           (418,958)     (418,958)
Net loss. . . . . . . . . . . . . .        (15,652,680)  (15,652,680)
                                     ------------------  ------------
Balance, December 31, 1999. . . . .                  -     9,643,883   $         -   $      385  $   56,304,465  $(66,262,461)

Warrants issued to subordinated
  secured noteholders and
  beneficial conversion feature . .          2,285,710     2,285,710
Exercise of stock options . . . . .             97,000             4       228,232      228,236
Stock based compensation. . . . . .              4,445         4,445
Employee stock purchase plan. . . .             40,931             1        71,969       71,970
Net loss. . . . . . . . . . . . . .        (14,339,364)  (14,339,364)
                                     ------------------  ------------
Balance, December 31, 2000. . . . .                  -     9,781,814   $         -   $      390  $   58,894,821  $(80,601,825)
                                     ==================  ============  ============  ==========  ==============  =============
PAGE 35
<PAGE>

<S>                                  <C>             <C>

                                     Comprehensive   Equity
                                     Income              (Deficit)
                                     --------------  -------------

Balance, December  31, 1997 . . . .           1,116    15,514,758

Series G convertible exchangeable
  preferred stock, net of issuance
  costs of $538,749
Warrants issued to subordinated
  secured noteholders, net of
  issuance costs of $24,488
Common stock issued upon option
  exercise
Employee stock purchase plan
Amortization of unearned
  Compensation
Dividend on Series G convertible
  Exchangeable preferred stock
Change in unrealized loss on
  Securities
Net loss

Balance, December  31, 1998 . . . .  $            -  $  3,803,020

Issuance of common stock pursuant
  to Furman Selz/Alpharma agreement
  Conversion of preferred stock
  Acceleration of accretion of
    secured debt
  Acceleration of debt issue costs
  Preferred stock dividend variable
    rate adjustment
Warrants and options issued to
  subordinated secured noteholders
Cashless exercise of warrants
Employee stock purchase plan
Dividend on Series G convertible
  exchangeable preferred stock
Net loss

Balance, December 31, 1999. . . . .  $            -  $ (9,957,611)

Warrants issued to subordinated
  secured noteholders and
  beneficial conversion feature
Exercise of stock options
Stock based compensation
Employee stock purchase plan
Net loss

Balance, December 31, 2000. . . . .  $            -  $(21,706,614)
                                     ==============  =============
</TABLE>

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

                                       F-5
PAGE 36
<PAGE>
                             ASCENT PEDIATRICS, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                 Year Ended December 31,
                                                -------------------------
<S>                                             <C>                        <C>            <C>
                                                                    2000           1999           1998
                                                -------------------------  -------------  -------------
Cash flows for operating activities:
   Net loss. . . . . . . . . . . . . . . . . .  $            (14,339,364)  $(15,652,680)  $(18,231,301)
   Adjustments to reconcile net loss to net
     Cash used for operating activities:
       Depreciation and amortization . . . . .                 1,026,544      1,074,852        472,113
       Non-cash interest expense . . . . . . .                   767,030        554,439      1,323,083
       Stock based compensation. . . . . . . .                     4,445              -              -
       Non-cash extraordinary items. . . . . .                         -              -      1,166,463
       Provision for bad debts . . . . . . . .                    70,208         18,766              -
       Inventory write-off . . . . . . . . . .                   (62,481)      (539,825)             -
       Loss on disposals of fixed assets . . .                    86,200         28,834          8,568
          Changes in operating assets and
            liabilities:
            Accounts receivable. . . . . . . .                  (123,483)       140,443       (152,698)
            Inventory. . . . . . . . . . . . .                  (830,456)       447,179       (130,287)
            Other assets . . . . . . . . . . .                  (277,574)       188,671       (192,026)
            Accounts payable . . . . . . . . .                  (336,178)       135,109            935
            Interest payable . . . . . . . . .                   747,217        314,161        208,862
            Accrued expenses . . . . . . . . .                  (639,434)      (512,794)       633,187
            Deferred revenue . . . . . . . . .                   738,544              -              -
            Other liabilities. . . . . . . . .                    14,080              -              -
                                                -------------------------  -------------  -------------
              Net cash used for operating
                activities . . . . . . . . . .               (13,154,702)   (13,802,845)   (14,893,101)

Cash flows used for investing activities:
   Purchases of property and equipment . . . .                  (309,266)      (222,815)      (356,335)
   Payments related to acquisition . . . . . .                         -              -     (5,500,000)
   Sales of marketable securities. . . . . . .                         -              -      2,526,784
                                                -------------------------  -------------  -------------
              Net cash used for investing
                activities . . . . . . . . . .                  (309,266)      (222,815)    (3,329,551)

Cash flows from financing activities:
   Proceeds from issuance of common stock, net
     of issuance costs . . . . . . . . . . . .                   300,206      1,122,065        185,600
   Proceeds from sale of preferred stock, net
     of issuance costs . . . . . . . . . . . .                         -              -      6,461,251
   Proceeds from issuance of debt. . . . . . .                10,908,038     13,286,226      8,652,515
   Proceeds from issuance of debt related
     warrants. . . . . . . . . . . . . . . . .                 1,591,649        262,463        322,997
   Repayment of debt . . . . . . . . . . . . .                         -              -     (6,125,000)
   Payment of debt issue costs . . . . . . . .                  (142,092)    (1,347,131)      (661,192)
   Payments of preferred stock dividends . . .                         -       (402,691)      (142,354)
                                                -------------------------  -------------  -------------
              Net cash provided by financing
                activities . . . . . . . . . .                12,657,801     12,920,932      8,693,817

Net decrease in cash and cash equivalents. . .                  (806,167)    (1,104,728)    (9,528,835)
Cash and cash equivalents, beginning of year .                 1,067,049      2,171,777     11,700,612
                                                -------------------------  -------------  -------------
Cash and cash equivalents, end of year . . . .  $                260,882   $  1,067,049   $  2,171,777
                                                =========================  =============  =============

Supplemental disclosures of cash flow
  information:
   Cash paid during the year for:
      Interest . . . . . . . . . . . . . . . .  $              1,549,649   $    818,460   $    502,550
   Non-cash transactions:
Conversion of convertible and redeemable
  convertible preferred stock to common
  stock. . . . . . . . . . . . . . . . . . . .                         -      6,461,251              -
Repricing of common stock warrants . . . . . .                   650,937              -              -
</TABLE>



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

                                       F-6
PAGE 37
<PAGE>
                             ASCENT  PEDIATRICS,  INC.
                          NOTES  TO  FINANCIAL  STATEMENTS

A.   NATURE  OF  BUSINESS

Ascent  Pediatrics,  Inc.  ("Ascent"  or  the  "Company"),  formerly  Ascent
Pharmaceuticals,  Inc., incorporated in Delaware on March 16, 1989, is currently
focused  on  marketing  products  exclusively to the pediatric market. Since its
inception,  until  July  9,  1997,  Ascent  has  operated as a development stage
enterprise  devoting  substantially  all  of  its  efforts to establishing a new
business.  On  July 10, 1997, the Company closed the acquisition of the Feverall
line  of acetaminophen rectal suppositories from Upsher-Smith Laboratories, Inc.
("Upsher-Smith")  and  subsequently  commenced  sales  of  the  Feverall line of
products.  In  October 1997, the Company also commenced sales of Pediamist nasal
saline  spray.  During  February  1999,  the  Company began marketing Omnicef(R)
(cefdinir)  oral  suspension  and capsules to pediatricians in the United States
pursuant  to  a promotion agreement with Warner-Lambert Company, which agreement
was  subsequently terminated in January 2000. During May 1999, the Company began
marketing Pediotic(R) (a combination corticosteroid/antibiotic) to pediatricians
in  the  United  States  pursuant  to  a  co-promotion  agreement  with  King
Pharmaceuticals,  Inc.,  which agreement expired in April 2000.  During February
2000,  the  Company  began  marketing  Primsol solution, an internally-developed
prescription  antibiotic  for  the  treatment  of  middle  ear  infections.

On  December 29, 2000, Ascent sold its Feverall product line in an asset sale to
Alpharma  USPD  Inc.  ("Alpharma  USPD")  in  exchange  for  the cancellation by
Alpharma  USPD  of $12.0 million of indebtedness owed to Alpharma USPD by Ascent
under  a  7.5%  note  issued  to  Alpharma  USPD. Under the terms of the Product
Purchase  Agreement,  Ascent  has  the option to repurchase the Feverall product
line  at  anytime  before  December 29, 2001 for $12.0 million. As part of these
agreements, Alpharma USPD agreed not to exercise its call option and we sold our
Feverall  product  line  in  an  asset sale to Alpharma USPD in exchange for the
cancellation  by  Alpharma USPD of all of the indebtedness owed to Alpharma USPD
by us under the loan agreement. During January 2001, the Company began marketing
Orapred  syrup,  an  internally-developed  prescription  corticosteroid  for the
treatment  of  inflammation.

The  Company  has  incurred  net losses since its inception and expects to incur
additional  operating  losses in the future as the Company continues its product
development  programs,  growth  of  its  sales  and  marketing  organization and
introduces  its  products  to  the market. The Company is subject to a number of
risks  similar to other companies in the industry, including rapid technological
change,  uncertainty of market acceptance of products, uncertainty of regulatory
approval,  limited  sales  and marketing experience, competition from substitute
products and larger companies, customers' reliance on third-party reimbursement,
the need to obtain additional financing, compliance with government regulations,
protection  of  proprietary technology, dependence on third-party manufacturers,
distributors,  collaborators  and  limited  suppliers,  product  liability,  and
dependence  on  key  individuals.

PLAN  OF  OPERATIONS

At  December  31,  2000,  the  Company's  cumulative  deficit  was approximately
$80,602,000.  Such  losses  have  resulted  primarily from costs incurred in the
Company's  product  development  programs,  costs associated with raising equity
capital  and the establishment and maintenance of the Company's sales force. The
Company expects to incur additional operating losses as it continues its product
development  programs  and  maintains  its  sales and marketing organization and
introduces  product,  and  expects  cumulative  losses  to  increase.  Ascent
anticipates that, based upon its current operating plan and its existing capital
resources, it will have enough cash through December 31, 2001 for operations but
not  to  pay debt due during December 31, 2001. The Company expects that it will
borrow the entire $10.25 million available under Ascent's financing arrangements
with  FS  Ascent  Investments.  As of March 30, 2001, Ascent has drawn down $5.0
million.

Ascent  anticipates  that,  based  upon  its  current  operating plan, including
anticipated  sales  of  Primsol  and Orapred, its existing capital resources and
access  to the funds under its credit facility with FS Investments, it will have
enough  cash  to fund operations through December 31, 2001, however, Ascent will
not  have  enough  cash  to  pay  the  $875,000  in interest and the $165,000 in
deferred  Series  G  preferred  stock dividends due during December 2001. Ascent
will  need  additional  funds beyond December 31, 2001 to repay this debt and to
operate the Company. If adequate funds are not available, Ascent may be required
to  (i)  obtain funds on unfavorable terms that may require Ascent to relinquish
rights  to  certain of its  technologies or products or that would significantly
dilute  Ascent's  stockholders,  (ii)  significantly  scale  back  or  terminate
operations  and/or  (iii)  seek  relief  under  applicable  bankruptcy  laws.

If  additional  financing is not obtained, the Company may be unable to continue
as  a  going  concern.  The  financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this uncertainty.  The accompanying
financial  statements have been prepared assuming that the Company will continue
as  a  going  concern.
                                       F-7
PAGE 38
<PAGE>
B.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  management  to  make  certain  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 revenues and expenses during the reported
period.  Significant  estimates  include the allowance for doubtful accounts and
accrued  expenses.  Actual  results  could  differ  from  those  estimates.

Reclassifications

Certain  prior  year  financial  statement  items  may have been reclassified to
conform  to  the  current  year's  presentation.

Cash and cash equivalents

Cash and cash equivalents consists  of  highly  liquid investments with original
maturities of three months  or  less.

Fair  value  of  Financial  Instruments

The  carrying amounts of the Company's financial instruments, which include cash
equivalents,  accounts  receivable,  accounts  payable  and  accrued  expenses
approximate  their  fair  values.

Concentrations  of  Credit  Risk

Financial  instruments  that  potentially  subject  the  Company  to significant
concentrations  of  credit risk consist principally of cash and cash equivalents
and  accounts  receivable.  Revenue  from  three  customers was 35% of total net
revenue  for  the year ended December 31, 2000. Three customers comprised 44% of
the  accounts  receivable  balance  at  December  31,  2000.

Inventory

Inventories,  consisting  of raw materials and finished goods, are stated at the
lower  of  costs  (determined  on  a  first-in,  first-out  basis)  or  market.

Fixed  Assets

Fixed  assets  are  recorded  at  cost. Equipment and furniture and fixtures are
depreciated  on  a  straight-line  basis  over  the  useful  life  of the asset,
typically  five  or  seven  years.  Leasehold  improvements are depreciated on a
straight-line basis over the shorter of the life of the lease or the useful life
of  the asset. When assets are sold or retired, the related cost and accumulated
depreciation  are removed from the respective accounts and any resulting gain or
loss is included in the results of operations. Repairs and maintenance costs are
expensed  as  incurred.

Intangible  Assets

Intangible assets consisted of goodwill, patents, trademarks and a manufacturing
agreement and were amortized using the straight-line method over useful lives of
fifteen  to  twenty  years.  The  Company  periodically reviews the propriety of
carrying amounts of its intangible assets as well as the amortization periods to
determine  whether  current  events  and circumstances warrant adjustment to the
carrying  value or estimated useful lives. This evaluation compares the expected
future  cash  flows against the net book values of related intangible assets. If
the  sum  of  the  expected future cash flows (undiscounted and without interest
charges)  is  less  than  the  carrying  amount  of the asset, the Company would
recognize  an  impairment  loss  as  a  charge  to  operations. If impaired, the
intangible  asset  would  be  written  down  to  the  present value of estimated
expected  future  cash  flows  using a discount rate commensurate with the risks
involved.  Impairment of goodwill, if any, is measured periodically on the basis
of  whether  anticipated  undiscounted  operating  cash  flows  generated by the
acquired  businesses  will  recover  the recorded net goodwill balances over the
remaining  amortization  period.  See footnote F for a discussion on the sale of
all  the  intangibles  in  December  2000  to  Alpharma  USPD.

Revenue  Recognition

Product  revenue is recognized upon evidence of an arrangement, when the related
fee  is  fixed  or determinable and collection of the fee is reasonably assured.
Additionally,  revenues  for any product that is subject to a right of return is
deferred  until  such  time  that the right of return lapses, generally when the
Company's  customers fulfill prescriptions to the consumer. Co-promotion revenue
is  recognized  as  earned  based  upon  the  performance  requirements  of  the
respective  agreement.

Research  and  Development  Expenses

Research  and  development  costs  are  expensed  as  incurred.
                                       F-8
PAGE 39
<PAGE>
Advertising  Expenses

Costs for catalogs and other media are expensed as incurred. For the years ended
December  31,  2000,  1999,  and  1998,  costs  were  $1,556,683, $1,402,236 and
$1,278,002,  respectively.

Income  Taxes

The  Company  accounts for income taxes under Financial Accounting Standards No.
109,  "Accounting  for Income Taxes," which requires recognition of deferred tax
assets  and  liabilities for the expected future tax consequences of events that
have  been  included  in  the  financial  statements  or  tax  returns.

Accounting  for  Stock-Based  Compensation

The  Company  continues  to  apply the provisions of Accounting Principles Board
("APB") Opinion No. 25 and has elected the disclosure-only alternative permitted
under  the  Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  123,
Accounting for Stock-Based Compensation. The Company has disclosed the pro forma
net  loss and pro forma net loss per share in the footnotes using the fair value
based  method  in  fiscal  years  2000,  1999,  and  1998.

Net  Loss  Per  Common  Share

Basic  net  income  (loss)  per  common  share is computed based on the weighted
average  number  of  common  and common equivalent shares outstanding during the
period.  Diluted net income (loss) per common share gives effect to all dilutive
potential  common  shares  outstanding  during  the  period.  The computation of
diluted  earnings  per  share does not assume the issuance of common shares that
have  an  antidilutive  effect  on  net  income  (loss)  per  common  share.

Options,  warrants,  and  preferred  stock  to purchase or convert to 7,880,174,
5,664,264  and  1,890,487  depositary  shares  or  shares  of  common stock were
outstanding  as  of  December 31, 2000, 1999, and 1998, but were not included in
the computation of diluted net loss per common share. These potentially dilutive
securities  have  not  been  included in the computation of diluted net loss per
common  share  because  the  Company is in a loss position, and the inclusion of
such  shares,  therefore,  would  be  antidilutive.

Additionally,  options,  warrants  and debt to purchase 8,435,243, 6,053,762 and
3,026,603  depositary  shares  or  shares of common stock were outstanding as of
December  31,  2000,  1999, and 1998, respectively, but were not included in the
computation  of  diluted  net  loss  per  common  share  because the options and
warrants  have  exercise  prices  greater  than  the average market price of the
common  shares  and,  therefore,  would be antidilutive under the treasury stock
method.

Comprehensive  Income

Components  of  comprehensive  income  are  net  income  and all other non-owner
changes  in  equity  such  as  the  change in the unrealized gains and losses on
certain  marketable  securities.  For the years ended December 31, 200, 1999 and
1998  comprehensive  income  was  the  same  as  net  income.

Debt  Issue  Costs

The  costs incurred for the issuance of debt are capitalized as debt issue costs
and  are amortized over the life of the debt with the amortization being charged
to  interest  expense  on  the  statement  of  operations.

Recent  Accounting  Pronouncements

In  December  1999,  the  Staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB  101").  SAB  101  summarizes  certain  of  the  Staff's views in applying
generally  accepted  accounting  principles  to  revenue  recognition  issues in
financial  statements.  The application of the guidance in SAB 101 was effective
in  the  fourth  quarter of fiscal 2000. Ascent adopted SAB 101 in the first
quarter of  2000  and the results of operations have been reflected accordingly.

In  March  2000,  the  Financial  Accounting  Standard  Board  issued  FASB
Interpretation  No.  44,  "Accounting  for  Certain Transactions Involving Stock
Compensation  -  an  interpretation  of  APB Opinion No. 25" ("FIN 44").  FIN 44
clarifies the application of APB Opinion No. 25 to certain issues including: the
definition  of  an  employee  for  purposes  of applying APB Opinion No. 25; the
criteria  for  determining  whether a plan qualifies as a non-compensatory plan;
the  accounting  consequence of various modifications to the terms of previously
fixed  stock  options  or  awards;  and the accounting for the exchange of stock
compensation  awards  in  a  business  combination.  FIN 44 is effective July 1,
2000, but certain conclusions in FIN 44 are applicable retroactively to specific
events  occurring  after  either  December  15,  1998  or January 12, 2000.  The
adoption  of  FIN  44  has  not had a material impact on the Company's financial
position  or  results  of  operations.
                                       F-9
PAGE 40
<PAGE>
Financial  Accounting  Standards  Board  Statement  No.  133,  "Accounting  for
Derivative  Instruments  and  Hedging Activities" ("SFAS 133") requires that all
derivative  investments  be  recorded in the balance sheet at fair value. During
1999,  Financial  Accounting  Standards Board Statement No. 137, "Accounting for
Derivative  Instruments and Hedging Activities deferral of the Effective Date of
the  Statement  of  Financial  Accounting  Standards  No.  133" ("SFAS 137") was
issued.  This  statement  amended  SFAS  133  by deferring the effective date to
fiscal  quarters beginning after June 15, 2001.  The Company will adopt SFAS 133
in  the  fiscal  quarter beginning after June 15, 2001, although the Company has
not historically entered into transactions involving derivative instruments, nor
has  it  hedged  any  of  its  business  activities, so it does not believe that
adoption  of  SFAS  133  will  have  any  effect  on  its  financial statements.

In  September  2000,  the FASB issued SFAS No. 140 "Accounting for Transfers and
Servicing  of Financial Assets and Extinguishments of Liabilities--a replacement
of  FASB  Statement  No. 125". SFAS No. 140 revises the standards for accounting
for  securitizations  and other transfers of financial assets and collateral and
requires  certain  disclosures,  but  it  carries  over  most  of SFAS No. 125's
provisions  without  reconsideration.  This Statement is effective for transfers
and  servicing  of financial assets and extinguishments of liabilities occurring
after  March  31,  2001.  This  Statement  is  effective  for  recognition  and
reclassification  of  collateral  and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
Company  does  not expect the adoption of SFAS No. 140 to have a material impact
on  its  financial  position  or  results  of  operations.

C.   ACCOUNTS  RECEIVABLE

The  allowance  for  doubtful  accounts  had  the  following  activity:

<TABLE>
<CAPTION>



<S>              <C>                    <C>         <C>          <C>

                 Balance at beginning
Fiscal year end  of year                Additions   Deductions   Balance at end of year
---------------  ---------------------  ----------  -----------  -----------------------
1998. . . . . .  $              50,000  $        -  $     1,810  $                48,190
1999. . . . . .  $              48,190  $   48,657  $    29,891  $                66,956
2000. . . . . .  $              66,956  $   84,068  $    13,860  $               137,164
</TABLE>



D.   INVENTORIES

Inventories  consist  of  the  following:

<TABLE>
<CAPTION>


                December  31,
                --------------
<S>             <C>             <C>
                          2000        1999
                --------------  ----------
Raw materials.  $      965,538  $  375,719
Finished goods         659,228     636,711
                --------------  ----------
Total. . . . .  $    1,624,766  $1,012,430
                ==============  ==========
</TABLE>
                                       F-10
PAGE 41
<PAGE>
E.   FIXED  ASSETS

Fixed  assets  consisted  of  the  following:

<TABLE>
<CAPTION>



                             December  31,
                            ---------------
<S>                         <C>              <C>
                                      2000         1999
                            ---------------  -----------
Equipment. . . . . . . . .  $    1,344,538   $1,121,708
Furniture and fixtures . .         257,528      257,292
Leasehold improvements . .          98,213       98,213
                            ---------------  -----------
Total equipment. . . . . .  $    1,700,279   $1,477,213
Less:
  Accumulated depreciation      (1,321,400)    (961,048)
                            ---------------  -----------
Total. . . . . . . . . . .  $      378,879   $  516,165
                            ===============  ===========
</TABLE>

Depreciation  expense  amounted to $360,352, $408,711 and $376,437 for the years
ended  December  31,  2000,  1999,  and  1998,  respectively.

F.   INTANGIBLE  ASSETS

On  July  10,  1997,  the  Company  completed  the  acquisition  of the Feverall
acetaminophen suppository product line and certain related assets, including the
Feverall  trademark  and  the  Feverall  Sprinkle  Caps powder and Acetaminophen
Uniserts  suppository  product  lines  (the  "Product  Lines") from Upsher-Smith
Laboratories,  Inc.  ("Upsher-Smith").  The  purchase  price  of  $11,905,145,
including  related  costs  of  $183,880,  consisted  of cash of $6,405,145 and a
promissory  note  issued  to  Upsher-Smith  for  $5,500,000,  which  was paid in
February  1998.

The purchase price was allocated to the assets acquired based on their estimated
respective  fair  values  on  the  date  of  acquisition  as  follows:



                                                USEFUL
                              AMOUNT             LIVES
                           (IN MILLIONS)      (IN  YEARS)

                           -------------       ----------

          Inventory$                 0.4           --
          Trademark                  4.5           20
          Manufacturing  agreement   5.0           15
          Goodwill                   2.0           20
                                 -------
                            Total$  11.9
                                 =======

Pursuant  to  the  acquisition  of the Product Lines, the Company entered into a
manufacturing  agreement with Upsher-Smith. The initial term of the agreement is
five  years  with  an  option  for two additional five-year terms. Optional term
potential  price  increases  are  capped  at  5%  per  option.  The Company pays
Upsher-Smith  on  the  basis  of  the fully absorbed costs plus a fixed percent.

On  December  29, 2000, Ascent entered into a series of agreements with Alpharma
USPD,  a  wholly-owned  subsidiary  of  Alpharma, Inc. ("Alpharma"), including a
Product  Purchase  Agreement.  Pursuant  to  the  terms  of the Product Purchase
Agreement,  Ascent  sold  its Feverall product line in an asset sale to Alpharma
USPD  in  exchange  for  the  cancellation  by Alpharma USPD of $12.0 million of
indebtedness owed to Alpharma USPD by Ascent under a note issued pursuant to the
Loan  Agreement, dated as of February 16, 1999, as amended, by and among Ascent,
Alpharma USPD and Alpharma (the "Loan Agreement").  The consideration paid under
the  Product  Purchase  Agreement  was  determined  based  on  the  arms-length
negotiation  between  the  parties.  Under  the  terms  of  the Product Purchase
Agreement,  Ascent  has  the  option  to repurchase the Feverall product line at
anytime  within the next 12 months for $12.0 million (see Note O). In accordance
with the applicable accounting guidance, the gain of approximately $1.5 million
 on the sale of the assets is being deferred until the option to repurchase the
product line has expired. The net assets are recorded on the balance sheet as
"Assets contingently transferred to Alpharma USPD" and the 7.5% note is recorded
as "Debt  contingently  extinguished  by  Alpharma  USPD".

Accumulated  amortization  of intangible assets was $2,303,238 and $1,657,045 at
December  29,  2000  and  December  31,  1999,  respectively.
                                       F-11
PAGE 42
<PAGE>
Amortization  expense  for intangible assets was $666,193, $666,141 and $691,717
for  the  years  ended  December  31,  2000,  1999  and  1998,  respectively.

G.   CO-PROMOTION  AGREEMENTS

OMNICEF

In  November  1998, the Company signed a promotion agreement with Warner-Lambert
Company  to  begin  marketing,  in  February  1999,  OMNICEF(R)  (cefdinir) oral
suspension  and  capsules  to  pediatricians  in  the United States. The Company
agreed  to promote OMNICEF(R) (cefdinir) oral suspension and capsules as part of
its  strategy  to  leverage  its marketing and sales capabilities, including its
domestic  sales  force.  This agreement was terminated in January 2000 after the
consummation by Warner-Lambert Company of the sale of its assets with respect to
OMNICEF(R)  (cefdinir) to Abbott Laboratories. The Company recognized $1,069,000
and $3,382,000 as revenue earned for this agreement for the years ended December
31,  2000  and  1999,  respectively.

PEDIOTIC

In  April  1999, the Company entered into a one-year co-promotion agreement with
King  Pharmaceuticals  Inc.  to  begin  marketing,  in  May 1999, Pediotic(R) (a
combination corticosteroid/antibiotic) to pediatricians in the United States. As
compensation  for the Company's co-promotional efforts, King Pharmaceuticals had
agreed to pay the Company a base fee with incremental revenue based on achieving
certain goals above a specified amount. The agreement expired in April 2000. The
Company  recognized $0 and $625,000 as revenue earned for this agreement for the
years  ended  December  31,  2000  and  1999,  respectively.

H.   INCOME  TAXES

The  provision  for  income  taxes  consists  of  the  following:


<TABLE>
<CAPTION>



                                     Years Ended December 31,
                                    --------------------------
<S>                                 <C>             <C>           <C>
                                            2000          1999          1998
                                    -------------------  ------------  ------------

Deferred tax expenses/(benefits):
     Federal . . . . . . . . . . .    (2,704,897)   (5,206,072)   (5,433,714)
     State . . . . . . . . . . . .    (3,392,439)   (1,496,718)   (2,096,174)
     Change in Valuation Allowance     6,097,336     6,702,790     7,529,888
                                    -------------  ------------  ------------
          Total Deferred . . . . .             0             0             0
                                    -------------  ------------  ------------
          Total Provision. . . . .  $          0   $         0   $         0
                                    =============  ============  ============
</TABLE>

Temporary  differences  that  give rise to significant deferred tax assets as of
December  31,  2000  and  1999  are  as  follows:

<TABLE>
<CAPTION>




<S>                               <C>            <C>
                                          2000           1999
                                  -------------  -------------
Net operating loss carryforwards  $ 26,983,874   $ 18,706,086
Credit carryforward. . . . . . .     1,120,555        909,546
Amortization of intangibles. . .    (1,606,696)             -
Capitalized expenses:
     Research and development. .     4,895,066      5,567,393
     G&A . . . . . . . . . . . .     1,043,909      1,703,220
Other. . . . . . . . . . . . . .       109,674        (97,360)
                                  -------------  -------------
Total deferred tax assets. . . .    32,546,382     26,788,885
Valuation allowance. . . . . . .   (32,546,382)   (26,788,885)
                                  -------------  -------------
Net deferred tax asset . . . . .  $          -   $          -
                                  =============  =============
</TABLE>
                                       F-12
PAGE 43
<PAGE>

The  provision  for  income taxes differs from the Federal statutory rate due to
the  following:

<TABLE>
<CAPTION>



                                      Year Ended December 31,
                                      ------------------------
<S>                                   <C>                       <C>      <C>
                                                         2000     1999     1998
                                      ------------------------  -------  -------
Tax at statutory rate. . . . . . . .                   (34.0)%  (34.0)%  (34.0)%
State taxes - net of federal benefit                     (5.9)    (6.3)    (8.0)
Other. . . . . . . . . . . . . . . .                     (2.6)    (2.5)     0.3
Change in valuation allowance. . . .                     42.5     42.8     41.7
                                      ------------------------  -------  -------
Effective tax rate . . . . . . . . .                      0.0%     0.0%     0.0%
</TABLE>

At  December  31,  2000  Ascent  had  federal  and  state  net  operating  loss
carryforwards  ("NOL")  of  approximately  $68,956,990  and  $65,291,825,
respectively,  which  may be available to offset future federal and state income
tax  liabilities  and  expire  at  various  dates  from  2006  through  2020.
Additionally, Ascent had federal and state credit carryforwards of approximately
$790,000 and $500,000, respectively. As required by Statement of Financial
Accounting Standards No. 109, management of Ascent has evaluated the positive
and negative evidence bearing upon the realizability of its deferred tax assets,
which are comprised principally of net operating losses and carryforwards.
Management has determined that it is more likely than not that Ascent will not
recognize the benefits of federal and state deferred tax assets and, as a
result, a valuation allowance of $32,546,382 has been established at December
31,  2000.

Ownership changes, as defined in the Internal Revenue Code, may have limited the
amount  of  net  operating  loss  carryforwards that can be utilized annually to
offset future taxable income.  Subsequent ownership changes could further affect
the  limitation  in  future  years.

I.   COMMITMENTS

The  Company  leases  office  space  and equipment under noncancelable operating
leases  expiring  through  the year 2002. The Company has an option to renew the
building  lease  for  an additional five-year period. Rent expense was $306,902,
$306,948,  and  $300,904  for  fiscal  years  2000, 1999 and 1998, respectively.

Future  minimum  lease  and  subleased  commitments  are  as  follows:

<TABLE>
<CAPTION>




<S>    <C>       <C>        <C>
       Leases    Sublease   Net
       --------  ---------  --------
2001.  $583,442  $  84,481  $498,961
2002.   237,556     14,080   223,476
2003.   161,161          -   161,161
2004.    16,792          -    16,792
2005.       868          -       868
       --------  ---------  --------
Total  $999,819  $  98,561  $901,258
       ========  =========  ========
</TABLE>



The  Company  is  a  party to a supply agreement with a third party manufacturer
under  which  the  third  party  manufacturer  has agreed to manufacture Primsol
trimethoprim  solution  and  Orapred  Syrup for the Company, and the Company has
agreed  to  purchase all amounts of such products as it may require for the sale
in  the  United  States  from  that  third party manufacturer in accordance with
agreed  upon  price  schedules. Under the agreement for the Primsol trimethoprim
solution, the agreement may be terminated by either party on three months notice
any  time after October 17, 2004. Under the agreement for the Orapred syrup, the
agreement  may  be  terminated by either party on twelve months notice after six
years  from  the  date  of the first product shipment. The Company currently has
outstanding  purchase  agreements of $68,115 with this third party manufacturer.
                                       F-13
PAGE 44
<PAGE>
J.   ACCRUED  EXPENSES

Accrued  expenses  consisted  of  the  following:

<TABLE>
<CAPTION>



                                December 31,
                                -------------
<S>                             <C>            <C>
                                         2000        1999
                                -------------  ----------
Employee compensation expenses  $     342,296  $1,033,187
Legal and accounting expenses.         74,910      81,726
Selling fees and chargebacks .        171,743      78,071
Preferred stock dividend . . .        323,082     323,082
Other. . . . . . . . . . . . .         49,390      84,789
                                -------------  ----------
                                $     961,421  $1,600,855
                                =============  ==========
</TABLE>



K.   STOCKHOLDERS'  EQUITY  AND  PREFERRED  STOCK

In  June  1997,  the  Company  completed  its  initial  public offering ("Public
Offering")  of  2,240,000  shares  of  Common Stock, raising approximately $17.5
million  of  net  proceeds  after  deducting offering costs. Concurrent with the
closing  of  the  initial  public  offering,  all  5,208,657  shares of Series A
convertible  preferred  stock,  Series  B  convertible preferred stock, Series D
redeemable  convertible  preferred  stock,  Series  E  redeemable  convertible
preferred  stock  and  Series  F  redeemable  convertible  preferred  stock were
converted  into  4,440,559  shares  of  common  stock.

After  the closing of the initial public offering, the Company was authorized to
issue  up  to 5,000,000 shares of Preferred Stock, $0.01 par value per share, in
one  or more series. Each such series of Preferred Stock shall have such rights,
preferences,  privileges  and  restrictions,  including  voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences, as
shall  be  determined  by  the  Board  of  Directors.

On  June  1,  1998,  the Company issued and sold to funds affiliated with Furman
Selz  Investments  and  BancBoston Ventures 7,000 shares of Series G convertible
exchangeable  preferred stock for an aggregate purchase price of $7 million. The
Series  G  preferred stock was convertible into common stock at a price of $4.75
per  share  (which was above the fair market value of the Company's common stock
on  June 1, 1998) and was entitled to cumulative annual dividends equal to 8% of
the  liquidation preference of such stock ($1,000), payable semiannually in June
and  December  of  each  year,  commencing December 1998. The Series G preferred
stock could have been exchanged for 8% seven-year convertible subordinated notes
having  an  aggregate  principle  amount  equal  to  the  aggregate  liquidation
preference  of  the preferred stock solely at the option of the Company any time
within  the  seven  years  of  issuance  of  the  preferred  stock (see Note O).

On  February  16,  1999,  the Company entered into a second amendment to the May
1998  Series  G  Purchase  Agreement, providing for, among other things, (a) the
Company's  agreement to exercise its right to exchange all outstanding shares of
Series  G  preferred stock for convertible subordinated notes in accordance with
the  terms  of  the  Series G preferred stock, (b) the reduction in the exercise
price  of  warrants  to purchase 2,116,958 shares of common stock of the Company
from  $4.75  per  share  to  $3.00  per  share and the agreement of the Series G
purchasers to exercise these warrants, (c) the issuance and sale to the Series G
purchasers of an aggregate of 300,000 shares of common stock of the Company at a
price of $3.00 per share and (d) the cancellation of approximately $7.25 million
of principal under the subordinated notes held by the Series G purchasers to pay
the  exercise  price  of  the  warrants and the purchase price of the additional
300,000  shares  of  common  stock.  In  addition,  the  Company entered into an
amendment  to  a  financial advisory services fee agreement with ING Furman Selz
whereby the Company agreed to issue 150,000 shares of common stock to ING Furman
Selz  in  lieu  of  the  payment of certain financial advisory fees. On July 23,
1999,  following  the approval by the Company's stockholders of the reduction in
the  exercise price of the warrants and the issuance of the additional shares of
common  stock  to the Series G purchasers and ING Furman Selz, and in connection
with  the  consummation  of  the Company's strategic alliance with Alpharma, the
Company  and  the  Series G purchasers consummated the transactions contemplated
above.

On  July  23,  1999,  the  Company  consummated  a  merger  with  a wholly-owned
subsidiary  pursuant  to  which  each  share  of common stock of the Company was
converted  into  one depositary share (each, a "Depositary Share"), representing
one  share  of  common  stock,  subject  to  a call option, and represented by a
depositary  receipt.  As  used  in these financial statements, the terms "Common
                                       F-14
PAGE 45
<PAGE>
Stock"  and  "common shares" includes the Depositary Shares and the term "common
stockholders" includes the holders of Depositary Shares for all periods from and
after  July  23,  1999.

L.   INCENTIVE  PLANS

1992  Equity  Incentive  Plan

On  September 15, 1992, the Board of Directors adopted the 1992 Equity Incentive
Plan  (the "1992 Plan") which was approved by the shareholders on March 4, 1993.
Under the 1992 Plan, as amended, The Board of Directors or a Committee appointed
by  the  Board  of  Directors  is permitted to award shares of restricted common
stock  or  to grant stock options for the purchase of common stock to employees,
consultants,  advisors and members of the Board of Directors, up to a maximum of
1,850,000  shares  and to provide that the maximum number of shares with respect
to  which  awards and options may be granted to any employee during any calendar
year  be  500,000 shares. The 1992 Plan terminates on the earlier of (i) the day
after  the  tenth  anniversary  of  its  adoption  or  (ii) upon issuance of all
available  shares.

The  1992  Plan  provides  for  the  granting of incentive stock options (ISOs),
nonqualified  stock  options  (NSOs)  and  stock awards. In the case of ISOs and
NSOs,  the  exercise  price may not be less than 100% (110% in certain cases for
ISOs)  of  the  fair  market  value per share of the common stock on the date of
grant. In the case of stock awards, the purchase price will be determined by the
Board  of  Directors.

Each  option granted under the 1992 Plan may be exercisable either in full or in
installments  as  set  forth in the option agreement. Each option and all rights
expire on the date specified by the Board of Directors or the Committee, but not
more than ten years after the date on which the option is granted in the case of
ISOs  (five  years  in  certain cases). Options vest between zero and five years
from  the  date  of  grant. The fair value of options issued to non-employees is
recorded  as  a  charge  to  earnings  over  the  service  period.

In  the case of awards of restricted common stock, the Board of Directors or the
Committee  determines  the  duration of certain restrictions on transfer of such
stock.  There  have  been  no  awards of restricted common stock made under this
plan.

1999  Stock  Incentive  Plan

On  April 14,1999 the Board of Directors voted to adopt the 1999 Stock Incentive
Plan  (the "1999 Plan") which was approved by the shareholders on July 23, 1999.
Under  the  1999  Plan,  the  Board of Directors or a Committee appointed by the
Board of Directors is permitted to award shares of restricted common stock or to
grant  stock options for the purchase of common stock to employees, consultants,
advisors  and  members  of  the  Board  of Directors, up to a maximum of 500,000
shares.  The  1999 Plan terminates on the earlier of (i) the day after the tenth
anniversary of its adoption or (ii) upon issuance of all available shares. There
have  been  no  awards  of  restricted  common  stock  made  under  this  plan.

In  June  2000,  the  1999  Plan was amended to increase the number of shares of
common stock issuable upon the grant of awards or upon exercise of stock options
granted  under  the  1999  Plan  to  1,250,000.

California  Stock  Option  Plan

On  December 13, 2000 the Board of Directors voted to adopt the California Stock
Option  Plan  (the  "California  Plan"). Under the California Plan, the Board of
Directors  or a Committee appointed by the Board is permitted to award shares of
restricted  stock  or to grant stock options for the purchase of common stock to
employees,  consultants,  advisors and members of the Board of Directors who are
residents  of the State of California on the date of grant of such award. Awards
may  be made under the California Plan for up to 200,000 shares of common stock.
The  California  Plan  terminates  on the earlier of (i) the day after the tenth
anniversary of its adoption or (ii) upon issuance of all available shares. There
were  no  awards  of  restricted  common  stock  made  during  2000.
                                       F-15
PAGE 46
<PAGE>
A  summary  of all the Company's stock option activity for the three years ended
December  31,  2000  is  as  follows:

<TABLE>
<CAPTION>



                                                Weighted                            Total
                                   Weighted     Average                 Average    Number
                                  Number of     Exercise   Number of    Exercise  of Options
                                   Options       Price     Warrants      Price   and Warrants
                                ----------  ------------ -----------  --------  -------------
<S>                               <C>        <C>          <C>          <C>      <C>
Outstanding at December 31, 1997  1,095,061  $     4.92   1,398,212   $    4.78   2,493,273
     Granted, 1998 . . . . . . .    996,450        3.85   2,116,958        4.75   3,113,408
     Exercised, 1998 . . . . . .    (29,963)       1.35           -           -     (29,963)
     Terminated, 1998. . . . . .   (698,799)       6.50           -           -    (698,799)
                                  ---------- ----------  -----------  --------- ------------
Outstanding at December 31, 1998  1,362,749  $     3.69   3,515,170   $    4.76   4,877,919
     Granted, 1999 . . . . . . .    781,275        5.46   1,450,000        3.00   2,231,275
     Exercised, 1999 . . . . . .          -           -  (2,134,442)       4.74  (2,134,442)
     Terminated, 1999. . . . . .   (120,388)       5.90           -           -    (120,388)
                                  ---------- ----------  -----------  ---------  -----------
Outstanding at December 31, 1999  2,023,636  $     4.24   2,830,728   $    3.87   4,854,364
     Granted, 2000 . . . . . . .  1,025,750        1.42   9,750,000        1.31  10,775,750
     Exercised, 2000 . . . . . .    (97,000)       2.35           -           -     (97,000)
     Terminated, 2000. . . . . .   (826,436)       3.76  (5,703,891)       3.14  (6,530,327)
                                  ---------- ----------  -----------  ---------  -----------
Outstanding at December 31, 2000  2,125,950  $     3.15   6,876,837   $    3.25   9,002,787
                                  ========== ==========  ===========  =========  ===========
</TABLE>

Summarized  information  about employee, non-employee and Director stock options
outstanding  at  December  31,  2000  is  as  follows:

<TABLE>
<CAPTION>



             Options Outstanding
             --------------------
<S>          <C>                   <C>                   <C>        <C>        <C>
             Weighted              Options Exercisable
                                   --------------------
             Average               Weighted              Weighted
Range of. .  Remaining             Average               Average
Exercise. .  Number of             Contractual           Exercise   Number of  Exercise
Prices. . .  Options               Life (Years)          Price      Options    Price
-----------  --------------------  --------------------  ---------  ---------  ---------
0.69-1.32.               509,000                   9.5  $    1.28     13,500  $    1.16
1.38-1.88 .               392,600                   9.0       1.42    152,807       1.41
2.35-3.00 .               407,775                   7.1       2.45    337,398       2.42
3.50-3.88 .               407,500                   6.6       3.75    223,500       3.74
6.75. . . .               302,075                   7.6       6.75     20,577       6.75
7.06-9.13 .               107,000                   5.9       8.73     99,500       8.70
             --------------------                                   ---------
 2,125,950.  $               3.15               847,282  $    3.41
</TABLE>

Options  exercisable at December 31, 2000, 1999 and 1998 were 847,282, 1,016,649
and  538,191,  respectively.

The  weighted  average  fair value at the date of grant for options granted, all
with  exercise  prices  equal  to  the fair market value of the Company's common
stock  on  the  date of grant, during 2000, 1999 and 1998 were $0.98, $2.96, and
$1.42,  respectively,  per  option.

In  1999,  the Company issued stock options to non-employees in conjunction with
the  issuance  of  certain  subordinated  secured  notes.  The fair value of the
options  was  recorded  as  debt  issue costs and is being amortized as interest
expense.  The total interest expense recorded in 1999, related to these options,
was  $35,300.  The  total  interest  expense  recorded in 2000, related to these
options,  was  $21,100.  These  options  were  fully  vested  as of May 1, 2000.

In  2000,  the Company issued stock options to non-employees in conjunction with
consulting agreements.  The options will vest over four years and the fair value
will be marked to market until fully vested. The total expense recorded in 2000,
related  to  these  options,  was  $4,400.

1997  Employee  Stock  Purchase  Plan

In  March  1997,  the Company adopted the 1997 Employee Stock Purchase Plan (the
"Purchase  Plan"),  effective  upon  the closing of the initial public offering,
                                       F-16
PAGE 47
<PAGE>
pursuant  to  which rights are granted to purchase shares of common stock at 85%
(or  such  other  higher  percentage  as the Board of Directors determines to be
appropriate) of the lesser of the fair market value of such shares at either the
beginning  or  the  end  of  each  six  month offering period. The Purchase Plan
permits  employees to purchase common stock through payroll deductions which may
not  exceed  10%  of an employees compensation as defined in the plan. Under the
Purchase  Plan,  the  Company  has  reserved  500,000 shares of common stock for
issuance  to  eligible  employees.  The Company issued 40,931, 83,596 and 52,626
shares  of  common  stock  in  2000, 1999 and 1998 for consideration of $71,970,
$171,429 and $117,800, respectively, to employees pursuant to the Purchase Plan.

1997  Director  Stock  Option  Plan

In  March  1997,  the  Company  adopted the 1997 Director Stock Option Plan (the
"Director  Plan").  Under  the  terms  of the Director Plan, options to purchase
15,000 shares of common stock were granted to each of the non-employee directors
upon  the  closing of the initial public offering at $9.00 per share. Options to
purchase  15,000  shares  of  common  stock are granted to each new non-employee
director  upon  his  or  her  initial election to the Board of Directors. Annual
options  to  purchase  5,000  shares  of  common  stock  will be granted to each
non-employee director on May 1 of each year commencing in 1998. All options will
vest  on the first anniversary of the date of grant. However, the exercisability
of  these options will be accelerated upon the occurrence of a change in control
of  the  Company (as defined in the Director Plan). A total of 300,000 shares of
common  stock may be issued upon the exercise of stock options granted under the
Director  Plan.  With  the  exception of the options granted to all non-employee
directors  on  the day of the Public Offering, the exercise price of all options
granted under the Director Plan will equal the closing price of the common stock
on the date of grant. A total of 55,000, 55,000, and 50,000 options were granted
under  the  Director  Plan  during  the years ended December 31, 2000, 1999, and
1998,  respectively.

401(k)  Savings  and  Retirement  Plan

On August 28, 1996 the Company adopted a 401(k) Savings and Retirement Plan (the
"401(k)  Plan"),  a  tax-qualified plan covering all of its employees who are at
least  20.5 years of age and who have completed at least three months of service
to  the  Company.  Each  employee  may  elect  to  reduce  his  or  her  current
compensation by up to 15%, subject to the statutory limit and have the amount of
the  reduction contributed to the 401(k) Plan. The 401(k) Plan provides that the
Company  may, as determined from time to time by the Board of Directors, provide
a  matching  cash  contribution.  In  addition,  the  Company  may contribute an
additional  amount  to the 401(k) Plan, as determined by the Board of Directors,
which  will  be allocated based on the proportion of the employee's compensation
for  the  plan  year  to  the  aggregate  compensation for the plan year for all
eligible  employees.  Upon  termination of employment, a participant may elect a
lump  sum  distribution  or,  if  his  or her total amount in the 401(k) Plan is
greater than $5,000, may elect to receive benefits as retirement income. Through
December  31,  2000,  the Company had not matched any cash contributions made by
employees  to  the  401(k)  plan.

Stock-Based  Compensation  Plans

The Company applies APB Opinion No. 25 and related Interpretations in accounting
for  the 1992 Plan, the 1999 Plan, the California Plan and the Purchase Plan. No
compensation  expense  has  been  recognized for options granted to employees at
fair  market  value  and  shares  purchased  under these plans. Had compensation
expense for the stock-based compensation plans been determined based on the fair
value  at the grant dates for the options granted and shares purchased under the
plan  consistent  with the method prescribed by SFAS 123, the net loss to common
shareholders  and  net  loss to common shareholders per share would have been as
follows:

<TABLE>
<CAPTION>



                           2000                 1999                  1998
                   --------------------  -------------------  --------------------
Basic and Diluted   Basic and Diluted     Basic and Diluted

Net Loss to         Net Loss to Common       Net Loss to       Net Loss to Common    Net Loss to     Net Loss to Common
Common                 Shareholders            Common             Shareholders          Common          Shareholders
Stockholders          Per Share           Stockholders           Per Share         Stockholders        Per Share
-----------------  --------------------  -------------------  --------------------  --------------  --------------------
<S>                <C>                   <C>                  <C>                   <C>             <C>                   <C>
As Reported . . .  $       (14,339,364)  $            (1.47)  $       (16,071,638)  $       (1.96)  $       (18,680,470)  $(2.69)
Pro Forma . . . .          (15,502,075)               (1.59)          (17,382,965)          (2.13)          (19,356,551)   (2.79)
</TABLE>

The  effects of applying SFAS 123 in this pro forma disclosure are not likely to
be representative of the effects on reported net loss to common stockholders for
future  years.  SFAS  123  does not apply to awards granted prior to fiscal year
1995  and  additional  awards  are  anticipated  in  future  years.
                                       F-17
PAGE 48
<PAGE>
The  fair value of options and other equity instruments at the date of grant was
estimated  using  the Black-Scholes option pricing model for 2000, 1999 and 1998
with  the  following  assumptions:

<TABLE>
<CAPTION>



<S>                                    <C>          <C>           <C>
                                        2000            1999      1998
                                                                       ------------  ------------  ----
Expected life (years) - stock options  4 years        4 years      4 years
Expected life (years) - Purchase Plan     .5_            .5            .5
Risk-free interest rate                5.00 - 6.00%  4.91 - 6.15%  4.13 - 5.65%
Volatility                               138%           92%           79%
Dividend yield                            0             0             0
Expected forfeiture rate                 27%           20%           10%
</TABLE>

The  Black-Scholes  option pricing model was developed for use in estimating the
fair  value  of  options  that  have  no  vesting  restrictions  and  are  fully
transferable.  In  addition,  option  pricing  models  require the use of highly
subjective  assumptions,  including  the  expected  stock  price  volatility and
expected  forfeiture.  Because  the  Company's  employee  stock  options  have
characteristics  significantly  different  from  those  of  traded  options, and
because  changes  in  the  subjective assumptions can materially affect the fair
value estimates, in management's opinion, the existing models do not necessarily
provide  a reliable single measure of the fair value of its employee stock-based
compensation.

M.   STOCK  OPTION  REPRICING

On September 4, 1998, the Board of Directors of the Company and the Compensation
Committee  of  the  Board  of Directors, by joint written action, authorized the
Company  to  offer  to  grant each employee who held an outstanding stock option
granted  under  the Company's 1992 Plan, during the period commencing on June 1,
1997  and  ending on June 10, 1998 with an exercise price greater than $3.75 per
share  (collectively,  the "Old Options"), a new stock option (collectively, the
"New  Options")  under  the  1992 Plan, in exchange for the cancellation of each
such  Old Option. Each such New Option would (i) have an exercise price of $3.75
per  share  which  was above fair market value, (ii) be exercisable for the same
number  of  shares  of  the  Company's  common  stock covered by the outstanding
unexercised  portion of the Old Option cancelled in exchange therefor, and (iii)
have  a vesting schedule that is based on the vesting schedule of the Old Option
it replaces except that each installment covered by the Old Option would vest on
the date six months after the date specified in the Old Option and that any part
of  the  Old  Option which is currently exercisable would remain exercisable and
not  be  subject to such six month adjustment. Based on this offer, on September
4,  1998,  the Company granted to employees New Options to purchase an aggregate
of  555,450 shares of Common Stock, at an executable price of $3.75 per share in
exchange  for  and  upon cancellation of Old Options to purchase an aggregate of
555,450  shares  of Common Stock with a weighted average exercise price of $6.97
per  share.

N.   SUBORDINATED  SECURED  NOTES  AND  RELATED  WARRANTS

In  January  and  June  1997, the Company issued an aggregate of $7.0 million of
subordinated  secured  notes,  resulting  in  net  proceeds  to  the  Company of
$6,404,000.  These  subordinated  secured  notes  were  payable  in  eight equal
quarterly  principal  payments  and  required quarterly interest payments on the
unpaid  principal balance, at a rate equal to the lesser of 10% or 3.5% over the
prime  rate, with the first quarterly payment due in December 1997. Accordingly,
in  December 1997, the Company paid an aggregate of $1,050,000 to the holders of
these  subordinated  secured  notes  as  the  first  quarterly  payment.

In  connection  with  the issuance of the subordinated secured notes, on January
31,  1997,  the  Company  issued  Series A warrants, to purchase an aggregate of
224,429 shares of common stock, and on June 4, 1997, the Company issued Series A
warrants to purchase an aggregate of 336,644 shares of common stock and Series B
warrants  to  purchase  an  aggregate  of 218,195 shares of common stock, to the
holders of the subordinates secured notes. The Series A warrants are exercisable
at  $0.01  per  share  for  a  period of seven years from the grant date and the
Series  B warrants are exercisable at $5.29 per share over the same period. None
of these warrants were exercised in 1997 or 1998. The relative fair value of the
warrants  issued  on  January  31,  1997  was  recorded  as  an  allocation  of
approximately  $450,000 from the subordinated secured notes issued on such date.
Consequently,  such  subordinated  secured  notes were recorded at approximately
$1,550,000.  Similarly,  the  relative fair value of the warrants (as of June 4,
1997)  issued  on  June  4,  1997 was recorded as an allocation of approximately
$2,050,000  from  the  subordinated  secured  notes  issued  on  such  date.
Consequently, such notes were recorded at approximately $2,950,000. Accordingly,
approximately  $2,500,000  of  accretion will be charged to interest expense, in
addition  to  the  stated  interest  rates, over the terms of these subordinated
secured  notes.  For  the  years ended December 31, 1998 and 1997, the accretion
                                       F-18
PAGE 49
<PAGE>
charges  were  $531,192  and  $1,132,808,  respectively,  which were included in
interest  expense  on the statements of operations. The Company also capitalized
$596,040  of issuance costs related to the subordinated secured notes which will
be  amortized  over  the  term of the notes. In June 1998, the Company used $5.3
million  from  the  net proceeds of the Series G financing (see Note N) to repay
the  outstanding  subordinated secured notes. As a result of the early repayment
of  the  subordinated  secured  notes,  the  Company  accelerated  the  $842,000
remaining  unaccreted  portion  of  the  discount.  In  addition,  $325,000  of
unamortized  debt  issue  costs  were  written  off.  These  two items have been
recorded as extraordinary items from the loss on early extinguishment of debt in
accordance  with  SFAS  4,  "Reporting  Gains  and Losses From Extinguishment of
Debt."

O.   SERIES  G  PREFERRED  STOCK,  SUBORDINATED  NOTES  AND  RELATED  WARRANTS

On  May  13,  1998, Ascent entered into a Series G Securities Purchase Agreement
with  funds  affiliated  with  ING  Furman  Selz  Investments LLC and BancBoston
Ventures, Inc. In accordance with this agreement, on June 1, 1998, Ascent issued
and  sold  to  these  funds an aggregate of 7,000 shares of Series G convertible
exchangeable  preferred  stock, $9.0 million of 8% seven-year subordinated notes
and  seven-year  warrants to purchase an aggregate of 2,116,958 shares of Ascent
common  stock  at  a  per  share  exercise  price  of $4.75 per share, which, as
discussed  below, was subsequently decreased, for an aggregate purchase price of
$16.0 million. Of the $9.0 million of subordinated secured notes issued and sold
by  Ascent,  $8,652,515  was  allocated  to  the  relative  fair  value  of  the
subordinated  notes and $347,485 was allocated to the relative fair value of the
warrants.  Accordingly,  the  8%  subordinated  notes  will  be  accreted  from
$8,652,515  to  the  maturity  amount of $9,000,000 as interest expense over the
term  of  the  notes.  The  $347,485  allocated  to the warrants was included in
additional  paid-in-capital.  Ascent  used  a portion of the net proceeds, after
fees  and  expenses,  of  $14.7  million  to  repay  $5.3  million  in  existing
indebtedness  and used the balance for working capital. As a result of the early
repayment  of  subordinated  notes, Ascent accelerated the unaccreted portion of
the  discount  amounting  to $842,000. In addition, $325,000 of unamortized debt
issue  costs  were  written  off.

In  connection with Ascent's strategic alliance with Alpharma USPD and Alpharma,
Inc.,  which,  as  discussed  below, was subsequently terminated, Ascent entered
into  a  second  amendment  to  the  May 1998 securities purchase agreement. The
second  amendment  provided  for,  among other things, (a) Ascent's agreement to
exercise  its  right  to  exchange  all outstanding shares of Series G preferred
stock  for  convertible  subordinated  notes in accordance with the terms of the
Series G preferred stock, (b) the reduction in the exercise price of warrants to
purchase  an aggregate of 2,116,958 shares of Ascent common stock from $4.75 per
share  to  $3.00  per  share  and  the  agreement  of the Series G purchasers to
exercise these warrants, (c) the issuance and sale to the Series G purchasers of
an  aggregate  of  300,000 shares of Ascent common stock at a price of $3.00 per
share and (d) the cancellation of approximately $7.25 million of principal under
the subordinated notes held by the Series G purchasers to pay the exercise price
of  the  warrants  and  the  purchase  price  of  the additional 300,000 shares.

The  subordinated  notes and convertible notes bear interest at a rate of 8% per
annum,  payable  semiannually  in  June  and  December  of each year, commencing
December  1998.  Ascent  deferred  forty  percent  of  the  interest  due on the
subordinated  notes  and  fifty  percent  of  the  dividend  interest due on the
convertible  notes  in  each of December 1998, June 1999, December 1999 and June
2000  for  a  period  of  three  years.

In  the  event  of  a change in control or unaffiliated merger of Ascent, Ascent
could  redeem  the  convertible  notes  issued  upon  exchange  of  the Series G
preferred  stock at a price equal to the liquidation preference plus accrued and
unpaid  dividends,  although  Ascent would be required to issue new common stock
purchase  warrants  in connection with such redemption. In the event of a change
of  control  or  unaffiliated  merger  of Ascent, the holders of the convertible
notes and the subordinated notes could require Ascent to redeem these notes at a
price  equal  to  the  unpaid principal plus accrued and unpaid interest on such
notes. In connection with the Series G financing, a representative of ING Furman
Selz  Investments  was  added  to  Ascent's  board  of  directors.

P.   ING  FURMAN  SELZ  LOAN  ARRANGEMENTS

$4.0  Million  Credit  Facility.  On  July  1,  1999,  Ascent  entered  into  an
arrangement  with  certain funds affiliated with ING Furman Selz Investments LLC
under  which  such  funds  agreed to loan Ascent up to $4.0 million. Pursuant to
this  agreement, Ascent issued to the funds affiliated with ING Furman Selz 7.5%
convertible subordinated notes in the aggregate principal amount of $4.0 million
and  warrants  to  purchase  an  aggregate  of  600,000  depositary shares at an
exercise  price  of $3.00 per share, which, as described below, was subsequently
decreased  to  $0.05 per share, and which expire on July 1, 2006. As of February
2000, Ascent had borrowed the entire $4.0 million under this credit facility. Of
the  $4.0 million convertible subordinated notes issued and sold, $3,605,495 was
allocated  to  the  relative  fair  value  of the convertible subordinated notes
(classified  as  debt)  and $394,505 was allocated to the relative fair value of
the  warrants  (classified as additional paid-in-capital). Accordingly, the 7.5%
convertible  subordinated notes will be accreted from $3,605,495 to the maturity
                                       F-19
PAGE 50
<PAGE>
amount  of  $4,000,000  as  interest  expense  over  the term of the convertible
subordinated  notes.  The  notes mature on July 1, 2004 and are convertible into
depositary  shares  at  a conversion price of $3.00 per share. Interest on these
notes is due and payable quarterly, in arrears, on the last day of each calendar
quarter,  and  the outstanding principal on the notes is payable in full on July
1,  2004.  In  connection  with this arrangement, a second representative of ING
Furman  Selz  Investments  was  added  to  Ascent's  board  of  directors.

$10.0  Million  Credit  Facility.  On  October  15, 1999, Ascent entered into an
arrangement  with certain funds affiliated with ING Furman Selz under which such
funds  agreed to loan Ascent up to an additional $10.0 million. Pursuant to this
agreement,  Ascent  issued  to  the  funds  affiliated with ING Furman Selz 7.5%
convertible  subordinated  notes  in  the  aggregate  principal  amount of $10.0
million  and warrants to purchase an aggregate of 5,000,000 depositary shares at
an  original  exercise  price of $3.00 per share, which, as described below, was
subsequently decreased to $0.05 per share, and which expire on October 15, 2006.
As  part of the right to draw down the $10.0 million, Ascent issued to the funds
affiliated with ING Furman Selz 1,000,000 warrants which were valued at $513,500
(classified  as  debt issue costs). As of December 31, 2000, Ascent had borrowed
an  aggregate  of $10.0 million under this credit facility. Of the $10.0 million
of  convertible  subordinated notes issued and sold, $8,540,187 was allocated to
the  relative  fair  value  of the convertible subordinated notes (classified as
debt),  and  $1,459,813 was allocated to the relative fair value of the warrants
(classified  as  additional  paid-in-capital). Accordingly, the 7.5% convertible
subordinated  notes  will  be accreted from $8,540,187 to the maturity amount of
$10.0  million as interest expense over the term of the convertible subordinated
notes.  The  notes  mature  on  July  1,  2004  and  are convertible into Ascent
depositary  shares  at  a conversion price of $3.00 per share. Interest on these
notes is due and payable quarterly, in arrears, on the last day of each calendar
quarter,  and  the outstanding principal on the notes is payable in full on July
1,  2004.

$10.25  Million  Credit  Facility.  On  December 29, 2000, Ascent entered into a
loan  agreement  with  FS  Ascent  Investments LLC, which is affiliated with ING
Furman  Selz Investments ("FS Investments"), and a fifth amendment to the Series
G  securities  purchase agreement.  Pursuant to the loan agreement and the fifth
amendment,  Ascent  will  receive  up  to  $10.25  million  in financing from FS
Investments.  The  financing is comprised of $6.25 million of 7.5% secured notes
($5.0  million of which has been advanced to Ascent in 2001) and $4.0 million of
Series  H preferred stock ($1,000 of which has been advanced in 2001). Under the
terms of the notes, Ascent will pay interest quarterly and repay the outstanding
principal  of  the notes on June 30, 2001, unless extended to no later than June
30,  2002  at Ascent's election, or earlier upon a change in control (as defined
in  the loan agreement) of Ascent or certain other conditions. The notes will be
secured by Ascent's Primsol product line, including intellectual property rights
of  Ascent  pertaining to Primsol, pursuant to a security agreement, dated as of
December  29,  2000, by and between Ascent and FS Investments. The $6.25 million
to  be  advanced  to  Ascent  under  the  loan  agreement will be obtained by FS
Investments from Alpharma USPD under a loan agreement between FS Investments and
Alpharma  USPD.  Under the terms of the Series H preferred stock, Ascent will be
entitled to, and the holders of the Series H preferred stock will be entitled to
cause  Ascent  to  redeem  the Series H preferred stock for a price equal to the
liquidation  amount  of  the  Series  H  preferred stock, plus $10.0 million. In
connection with the financing, Ascent agreed to issue warrants to FS Investments
to purchase up to 10,950,000 depositary shares of Ascent at an exercise price of
$.05  per  share (of which warrants to purchase 1,950,000 depositary shares were
issued  on  January  2,  2001)  and reduced the exercise price of certain of the
above described outstanding warrants to purchase a total of 5,600,000 depositary
shares  issued  under  the  Series G securities purchase agreement from $3.00 to
$0.05  per  share (See Note R). The additional 9,000,000 warrants will be issued
upon the extension of the due date of the principal of the note. The due date on
the  note  can be extended in monthly increments with the first three extensions
requiring  the issuance of 1,000,000 warrants for each extension and the fourth,
fifth and sixth extensions requiring the issuance of 2,000,000 warrants for each
extension.

The  Series H preferred stock is entitled to cumulative annual dividends payable
on  December  31,  2001  at  the  rate of 7.5% of the liquidation preference (as
defined  in  the loan agreement dated as of December 29, 2000 between Ascent and
FS  Investments  LLC).  The  Series  H  preferred  stock  is  redeemable  at the
redemption price at any time after the demand date or the occurrence of a change
in  control  (each as defined in such loan agreement) of Ascent at the option of
the  holders  of the Series H preferred stock holding at least 80% of the shares
of  such stock then outstanding. Ascent may redeem all of the Series H preferred
stock  at  the  redemption  price at any time. The holders of Series H preferred
stock  generally  do  not  have  any  voting  rights.
                                       F-20
PAGE 51
<PAGE>
As  of  December  31,  2000, the commitment for principal debt payments over the
next  five  years  is  as  follows:

<TABLE>
<CAPTION>




<S>                  <C>
2001. . . . . . . .  $         -
2002. . . . . . . .            -
2003. . . . . . . .            -
2004. . . . . . . .   14,000,000
2005 and thereafter    8,749,126
                     -----------
Total . . . . . . .  $22,749,126
                     ===========
</TABLE>


Q.   ALPHARMA  STRATEGIC  ALLIANCE

On  February 16, 1999, Ascent entered into a series of agreements with Alpharma,
Inc. and its wholly-owned subsidiary, Alpharma USPD, which provided for a number
of  arrangements,  including:

     Call  Option.  In  connection  with  the  consummation  of  the  strategic
alliance, Ascent obtained a call option to acquire all of its outstanding common
stock  and  assigned  the  call option to Alpharma USPD, thereby giving Alpharma
USPD  the  option, exercisable in 2003, to purchase all of Ascent's common stock
then  outstanding  at  a  purchase  price to be determined by a formula based on
Ascent's  2002  earnings.
     $40.0  Million Credit Facility.  Alpharma agreed to loan Ascent up to $40.0
million  from  time  to  time,  $12.0 million of which could be used for general
corporate  purposes  and  $28.0  million of which may only be used for specified
projects  and  acquisitions  intended  to  enhance  Ascent's  growth.
     On  February 19, 1999, Ascent borrowed $4.0 million from Alpharma under the
loan  agreement  and issued Alpharma a 7.5% convertible subordinated note in the
principal  amount  of  up  to  $40.0  million.  Ascent borrowed the entire $12.0
million  available  for general corporate purposes by June 2000.  The note bears
interest  at  a rate of 7.5% per annum, due and payable quarterly, in arrears on
the  last  day  of  each  calendar  quarter.
On  December 29, 2000, Ascent entered into a Termination Agreement with Alpharma
USPD,  Alpharma, the Original Lenders (as defined therein) and State Street Bank
and  Trust  Company terminating the strategic alliance. Pursuant to the terms of
the  Termination  Agreement, the parties terminated the (i) loan agreement, (ii)
Master  Agreement,  dated  as  of  February  16,  1999, as amended, by and among
Ascent,  Alpharma  USPD  and  Alpharma,  (iii)  Guaranty  Agreement, dated as of
February  16,  1999,  as  amended,  by  Alpharma for the benefit of Ascent, (iv)
Registration Rights Agreement, dated as of February 16, 1999, as amended, by and
between  Ascent  and  Alpharma  USPD,  (v)  Subordination Agreement, dated as of
February  16,  1999,  as amended, by and among Ascent, Alpharma and the Original
Lenders  (as  defined  therein),  (vi)  covenants and obligations of the parties
under the Supplemental Agreement, dated as of July 1, 1999, by and among Ascent,
Alpharma  USPD,  Alpharma,  the  Original Lenders (as defined therein) and State
Street and (vii) Second Supplemental Agreement, dated as of October 15, 1999, by
and  among  Ascent,  Alpharma  USPD,  Alpharma, the Original Lenders (as defined
therein)  and  State  Street  (collectively,  the "Ascent-Alpharma Agreements").
In addition, under the Termination Agreement, Alpharma USPD agreed that it would
not  exercise  its  call  option  to  acquire  Ascent pursuant to the Depositary
Agreement,  dated  as  of  February  16,  1999, as amended, by and among Ascent,
Alpharma  USPD  and  State  Street, and that Mr. Anderson, president of Alpharma
USPD,  would  resign  as a director of Ascent effective as of December 29, 2000.
Ascent agreed that upon the consummation of any change of control (as defined in
the  Termination  Agreement)  of Ascent, Ascent would pay to Alpharma USPD a fee
equal to 2% of the aggregate consideration received by Ascent upon such event in
excess  of  $65.0  million.  This  clause  does  not  expire.

On December 29, 2000, Ascent also entered into a Product Purchase Agreement with
Alpharma  USPD.  Pursuant to the terms of the Product Purchase Agreement, Ascent
sold its Feverall product line in an asset sale to Alpharma USPD in exchange for
the  cancellation  by  Alpharma  USPD  of  $12.0 million of indebtedness owed to
Alpharma  USPD  by  Ascent  under a 7.5% note issued to Alpharma USPD. Under the
terms of the Product Purchase Agreement, Ascent has the option to repurchase the
Feverall  product line at anytime before December 29, 2001 for $12.0 million. In
accordance with the applicalbe accounting guidance, the gain of approximately
$1.5 million on the sale of the assets  is  being  deferred until the option to
repurchase  the  product line has expired and the net assets are recorded on the
balance sheet as "Assets contingently transferred to Alpharma USPD" and the 7.5%
note  is  recorded  as  "Debt  contingently  extinguished  by  Alpharma  USPD".
                                       F-21
PAGE 52
<PAGE>
R.   STOCK  PURCHASE  WARRANTS

Pursuant  to the Stock Purchase Agreement dated July 12, 1995, as amended August
16,  1995, the Company granted the purchasers of Series E redeemable convertible
preferred  stock,  warrants to purchase an aggregate of 103,891 shares of common
stock.  These  warrants,  none  of which had been exercised, were exercisable at
$10.59  per  share  for  a  period  of  five years from the date of grant. These
warrants  expired  during  2000.

Pursuant  to  the  Stock  Purchase  Agreement  dated  June  28, 1996, as amended
December  18,  1996 and February 28, 1997, the Company granted the purchasers of
Series  F  redeemable  convertible  preferred  stock  warrants  to  purchase  an
aggregate  of  651,334 shares of common stock. These warrants are exercisable at
$7.65  per share for a period of five years from the date of grant. Prior to the
closing of the Public Offering, a cashless exercise of 102,387 warrants resulted
in the issuance of 13,296 shares of common stock. Upon the closing of the Public
Offering,  the  aggregate  number  of  shares  issuable  upon  exercise of these
warrants  decreased  from  548,947  to  466,604 and the per share exercise price
increased  from  $7.65  to  $9.00, pursuant to the terms of such warrants. These
warrants, none of which were exercised in 1997, 1998, 1999 or 2000, retained the
cashless  exercise  feature  after  the  closing  of  the  Public  Offering.

On  February  28, 1997, the Company issued warrants exercisable for an aggregate
of  48,449  shares of common stock at a weighted average exercise price of $4.61
per  share  to  certain  financial  advisors  for services rendered for Series F
redeemable  convertible  preferred  stock.  These  warrants  contain  a cashless
exercise  feature  and  expire  on  February  28,  2002. During 1999, a cashless
exercise  of 11,474 warrants resulted in the issuance of 11,440 shares of common
stock.  No  warrants  were exercised during fiscal year ended December 31, 2000.
These  warrants  expire  on  February  28,  2002.

In  1997, the Company also issued warrants to Subordinated Secured Note holders.
Warrants  were  issued  to  purchase  (i)  561,073  shares of common stock at an
exercise price of $0.01 per share, and (ii) 218,195 shares of common stock at an
exercise  price  of  $5.29  per  share (see Note N). The relative fair value was
recorded  as  a contribution to additional paid in capital of $2,506,000. During
1999  a  cashless  exercise of 6,010 warrants, having an exercise price of $0.01
per  share,  resulted  in  the  issuance of 5,968 shares of common stock. During
2000,  none  of  these warrants were exercised. These warrants expire on January
31,  2004.

On  June  1,  1998,  the  Company issued warrants to the purchasers of shares of
Series  G  convertible exchangeable preferred stock to purchase 2,116,958 shares
of  common  stock  at  an  exercise  price of $4.75 per share (see Note O) which
expire June 1, 2005. The relative fair value of these warrants was recorded as a
contribution  to  additional  paid  in  capital  of  $323,000.

On  June  30,  1999,  in  connection  with  a  debt issuance, the Company issued
warrants to the funds affiliated with ING Furman Selz to purchase 300,000 shares
of  Ascent  common  stock  at  an exercise price of $3.00 per share (see Note P)
which  expire  on  July  1,  2006. The relative fair value of these warrants was
recorded  as  a  contribution  to  additional  paid  in  capital  of  $195,505.

On  October  15,  1999,  in  connection with a debt issuance, the Company issued
warrants  to  the  funds  affiliated  with ING Furman Selz to purchase 1,000,000
shares  of Ascent common stock at an exercise price of $3.00 per share (see Note
P)  which  expire  on  October  15,  2006.  The fair value of these warrants was
recorded  as  a  contribution  to  additional  paid  in  capital  of  $513,500.

On  December  30,  1999,  in connection with a debt issuance, the Company issued
warrants to the funds affiliated with ING Furman Selz to purchase 150,000 shares
of  Ascent  common  stock  at  an exercise price of $3.00 per share (see Note P)
which  expire  on  July  1,  2006. The relative fair value of these warrants was
recorded  as  a  contribution  to  additional  paid  in  capital  of  $66,958.

On  February  14,  2000,  in connection with a debt issuance, the Company issued
warrants to the funds affiliated with ING Furman Selz to purchase 150,000 shares
of  Ascent  common  stock  at  an exercise price of $3.00 per share (see Note P)
which  expire  on  July  1,  2006. The relative fair value of these warrants was
recorded  as  a  contribution  to  additional  paid  in  capital  of  $131,837.

On  March  13,  2000,  in  connection  with  a debt issuance, the Company issued
warrants to the funds affiliated with ING Furman Selz to purchase 375,000 shares
of  Ascent  common  stock  at  an exercise price of $3.00 per share (see Note P)
which  expire on October 15, 2006. The relative fair value of these warrants was
recorded  as  a  contribution  to  additional  paid  in  capital  of  $285,463.

On  May 8, 2000, in connection with a debt issuance, the Company issued warrants
to  the  funds  affiliated  with  ING  Furman Selz to purchase 312,500 shares of
Ascent  common  stock at an exercise price of $3.00 per share (see Note P) which
expire  on  October  15,  2006.  The  relative  fair value of these warrants was
recorded  as  a  contribution  to  additional  paid  in  capital  of  $150,355.

On June 5, 2000, in connection with a debt issuance, the Company issued warrants
to  the  funds  affiliated  with  ING  Furman Selz to purchase 312,500 shares of
                                       F-22
PAGE 53
<PAGE>
Ascent  common  stock at an exercise price of $3.00 per share (see Note P) which
expire  on October 15. The relative fair value of these warrants was recorded as
a  contribution  to  additional  paid  in  capital  of  $82,549.

On July 7, 2000, in connection with a debt issuance, the Company issued warrants
to  the  funds  affiliated  with  ING  Furman Selz to purchase 500,000 shares of
Ascent  common  stock at an exercise price of $3.00 per share (see Note P) which
expire  on  October  15,  2006.  The  relative  fair value of these warrants was
recorded  as  a  contribution  to  additional  paid  in  capital  of  $117,776.

On  August  7,  2000,  in  connection  with  a debt issuance, the Company issued
warrants to the funds affiliated with ING Furman Selz to purchase 500,000 shares
of  Ascent  common  stock  at  an exercise price of $3.00 per share (see Note P)
which  expire on October 15, 2006. The relative fair value of these warrants was
recorded  as  a  contribution  to  additional  paid  in  capital  of  $217,634.

On  September  25,  2000, in connection with a debt issuance, the Company issued
warrants to the funds affiliated with ING Furman Selz to purchase 500,000 shares
of  Ascent  common  stock  at  an exercise price of $3.00 per share (see Note P)
which  expire on October 15, 2006. The relative fair value of these warrants was
recorded  as  a  contribution  to  additional  paid  in  capital  of  $226,565.

On  November  1,  2000,  in  connection with a debt issuance, the Company issued
warrants to the funds affiliated with ING Furman Selz to purchase 500,000 shares
of  Ascent  common  stock  at  an exercise price of $3.00 per share (see Note P)
which  expire on October 15, 2006. The relative fair value of these warrants was
recorded  as  a  contribution  to  additional  paid  in  capital  of  $219,510.

On  November  28,  2000,  in connection with a debt issuance, the Company issued
warrants  to  the  funds  affiliated  with ING Furman Selz to purchase 1,000,000
shares  of Ascent common stock at an exercise price of $3.00 per share (see Note
P)  which  expire on October 15, 2006. The relative fair value of these warrants
was  recorded  as  a  contribution  to  additional  paid in capital of $159,961.

On  December  29,  2000, the Company repriced the 5.6 million warrants issued to
the  funds  affiliated  with  ING  Furman Selz from $3.00 per share to $0.05 per
share. The incremental value of these warrants was recorded as a contribution to
additional  paid  in  capital of $651,000 and as debt issue costs as an asset on
the balance sheet to be amortized to interest expense over the six month term of
the  new  debt  agreement  (see  Note  P).

On  December  29,  2000,  in  connection  with  the repricing of the 5.6 million
warrants,  the  Company  was  required,  pursuant  to the anti-dilution terms of
certain  outstanding  warrants,  to  adjust the exercise price and the number of
depositary  shares  for  which the warrants were exercisable.  The warrants were
adjusted  to  purchase (i) 935,354 depositary shares (up from 555,063 shares) at
an  exercise  price  of  $0.0059 per share (down from $0.01 per share), and (ii)
367,687  depositary  shares  (up  from  218,195  shares) at an exercise price of
$3.1392  per  share  (down  from  $5.29  per  share).

S.   QUARTERLY  RESULTS

The  following tables set forth unaudited selected financial information for the
periods  indicated,  as well as certain information expressed as a percentage of
total  revenues  for  the  same  periods. This information has been derived from
unaudited  consolidated  financial  statements,  which,  in  the  opinion  of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
adjustments)  necessary  for  a  fair  presentation  of  such  information. This
information  has  not  been  audited  or  reviewed  by the Company's independent
accountants  in  accordance  with  standards  established  for such reviews. The
results  of  operations  for  any  quarter are not necessarily indicative of the
results  to  be  expected  for  any  future  period.
                                       F-23
PAGE 54
<PAGE>
<TABLE>
<CAPTION>



                                       Quarter Ended
                                      ---------------
                                          Mar 31        Jun 30    Sep 30    Dec 31    Mar 31    Jun 30    Sep 30    Dec 31
                                           1999          1999      1999      1999      2000      2000      2000      2000
                                      ---------------  --------  --------  --------  --------  --------  --------  --------
(In thousands except per share data)
<S>                                   <C>              <C>       <C>       <C>       <C>       <C>       <C>       <C>
  (Unaudited)
Revenues . . . . . . . . . . . . . .           1,856     1,740     1,880     1,570     1,110     1,108       846     1,401
Cost of revenues . . . . . . . . . .             581       320       405       320       331       289       350       432
                                      ---------------  --------  --------  --------  --------  --------  --------  --------
Gross profit . . . . . . . . . . . .           1,275     1,420     1,475     1,250       779       819       496       969
Operating expenses:
Selling, general
  And administrative . . . . . . . .           3,890     3,700     4,527     3,691     3,018     3,329     3,100     3,024
Research and
  Development. . . . . . . . . . . .             833       989     1,137       874       745       538       659        62
                                      ---------------  --------  --------  --------  --------  --------  --------  --------
Total operating expenses . . . . . .           4,723     4,689     5,664     4,565     3,763     3,867     3,759     3,086
                                      ---------------  --------  --------  --------  --------  --------  --------  --------
Operating loss . . . . . . . . . . .          (3,448)   (3,269)   (4,189)   (3,315)   (2,984)   (3,048)   (3,263)   (2,117)
Other income (loss). . . . . . . . .            (229)     (293)     (402)     (508)     (614)     (668)     (761)     (884)
                                      ---------------  --------  --------  --------  --------  --------  --------  --------
Net loss . . . . . . . . . . . . . .          (3,677)   (3,562)   (4,591)   (3,823)   (3,598)   (3,716)   (4,024)   (3,001)
Preferred stock dividend . . . . . .             192       199        53       (26)        -         -         -         -
                                      ---------------  --------  --------  --------  --------  --------  --------  --------
Net loss to common
  Stockholders . . . . . . . . . . .          (3,869)   (3,761)   (4,644)   (3,797)   (3,598)   (3,716)   (4,024)   (3,001)
                                      ===============  ========  ========  ========  ========  ========  ========  ========

Earnings per share . . . . . . . . .  $        (0.55)  $ (0.54)  $ (0.52)  $ (0.39)  $ (0.37)  $ (0.38)  $ (0.41)  $ (0.31)
</TABLE>



T.   SUBSEQUENT  EVENTS

On  January 2, 2001, Ascent borrowed $2.0 million for general corporate purposes
under  the  loan  agreement with FS Ascent Investments LLC. The $2.0 million was
recorded as debt. As part of the debt drawdown Ascent issued one share of Series
H  preferred stock to FS Ascent Investments LLC under the fifth amendment to the
May  1998 Series G securities purchase agreement in return for $1,000. Under the
terms  of  the  Series  H  preferred  stock, Ascent will be entitled to, and the
holders  of  the  Series  H  preferred stock will be entitled to cause Ascent to
redeem  the Series H preferred stock for a price equal to the liquidation amount
of  the  Series  H preferred stock, plus $10.0 million. Also, in connection with
the  financing,  Ascent issued warrants to FS Ascent Investments LLC to purchase
1,950,000  depositary  shares  of Ascent stock at an exercise price of $0.05 per
share  (see  Note  P).

On  February  21,  2001  and  March 20, 2001, Ascent borrowed an additional $1.5
million  and $1.5 million, respectively, under the loan agreement with FS Ascent
Investments  LLC.  Both  borrowings  were  recorded  as  debt  (see  Note  P).

On  March  23,  2001, the funds affiliated with ING Furman Selz exercised all of
their 7,550,000 outstanding warrants, on a cashless basis, which resulted in the
issuance  of  7,211,528  depositary  shares  (see  Note  P).
                                       F-24
PAGE 55
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>



<C>              <S>

2.1(1)        Product Purchase Agreement, dated as of December 29, 2000, by and
              between Ascent Pediatrics, Inc. (the "Company") and Alpharma USPD
              Inc.
3.1(2)        Amended and Restated Certificate of Incorporation of the Company.
3.2(2)        Amended and Restated By-Laws of the Company.
              Specimen Certificate for shares of Common Stock, $.00004 par
4.1(2)        value, of the Company.
4.2(3)        Form of Depositary Receipt (included in Exhibit 10.1).
4.3(3)        Form of 7.5% Convertible Subordinated Note of the Company issued on
              February 19, 1999 under the Alpharma Loan Agreement (as defined
              below) (included in Exhibit 10.3).
4.4(4)        Form of 8% Subordinated Note of the Company issued on June 1, 1998
              under the May 1998 Securities Purchase Agreement (as defined
              below).
4.5(3)        Form of 8% Convertible Subordinated Note of the Company issued on
              July 23, 1998 under the May 1998 Securities Purchase Agreement
              (included in Exhibit 10.9).
4.6(5)        Form of 7.5% Convertible Subordinated Note of the Company issued on
              July 1, 1999 under the Third Amendment (as defined below) to the
              May 1998 Securities Purchase Agreement (included in Exhibit 10.11).
4.7(6)        Form of 7.5% Convertible Subordinated Note of the Company issued on
              October 15, 1999 under the Fourth Amendment (as defined below) to
              the May 1998 Securities Purchase Agreement.
4.8(1)        Form of 7.5% Subordinated Note issued to FS Ascent Investments LLC
              (included in Exhibit 10.15).
4.9(1)        Form of Warrants to purchase Depositary Shares issuable to FS
              Ascent Investments LLC under the Fifth Amendment to the Series G
              Securities Purchase Agreement dated as of May 13, 1998, as
              amended, by and between the Company and the Purchasers named
              therein.
4.9(1)        Certificate of Designation, Voting Powers, Preferences and Rights
              of Series G Convertible Exchangeable Preferred Stock.
4.11(1)       Certificate of Designation, Voting Powers, Preferences and Rights
              of Series H Preferred Stock.
10.1(3)       Depositary Agreement dated as of February 16, 1999 by and among
              the Company, Alpharma USPD Inc. ("Alpharma") and State Street
              Bank and Trust Company.
10.2(3)       Master Agreement dated as of February 16, 1999 by and among the
              Company, Alpharma and Alpharma Inc.
10.3(3)       Loan Agreement (the "Alpharma Loan Agreement") dated as of
              February 16, 1999 by and among the Company, Alpharma and Alpharma
              Inc.
10.4(3)       Guaranty Agreement dated as of February 16, 1999 by and between
              the Company and Alpharma Inc.
10.5(3)       Registration Rights Agreement dated as of February 16, 1999 by
              and between the Company and Alpharma.
10.6(7)       Supplemental Agreement dated as of July 1, 1999 by and among the
              Company, Alpharma, Alpharma Inc., State Street Bank and Trust
              Company and the Original Lenders (as defined therein).
10.7(8)       Second Supplemental Agreement dated as of October 15, 1999 by
              and among the Company, Alpharma, Alpharma Inc., State Street Bank
              and Trust Company and the Original Lenders (as defined therein).
10.8(8)       Amended and Restated Subordinated Agreement dated as of October
              15, 1999 by and among the Company, Alpharma and the Original
              Lenders (as defined therein).
10.9(4)       Securities Purchase Agreement (the "May 1998 Securities Purchase
              Agreement") dated as of May 13, 1998 by and among the Company,
              Furman Selz Investors II, L.P., FS Employee Investors LLC, FS
              Parallel Fund L.P., BancBoston Ventures, Inc. and Flynn Partners.
10.10(3)      Second Amendment dated as of February 16, 1999 to the May 1998
              Securities Purchase Agreement.
10.11(5)      Third Amendment (the "Third Amendment") dated as of July 1, 1999
              to the May 1998 Securities Purchase Agreement.
10.12(8)      Fourth Amendment (the "Fourth Amendment") dated as of October 15,
              1999 to the May 1998 Securities Purchase Agreement.
10.13(1)      Fifth Amendment (the "Fifth Amendment") dated as of December 29,
              2000 to the May 1998 Securities Purchase Agreement.
10.14(1)      Termination Agreement dated as of December 29, 2000 by and among
              the Company, Alpharma, Alpharma, Inc., State Street Bank and
              Trust Company and the Original Lenders (as defined therein).
10.15(1)      Loan Agreement dated as of December 29, 2000 by and between the
              Company and FS Ascent Investments LLC.
10.16(1)      Security Amendment dated as of December 29, 2000 by and between
              the Company and FS Ascent Investments LLC.
10.17(2)(9)   Amended and Restated 1992 Equity Incentive Plan.
10.18(2)(9)   1997 Director Stock Option Plan.
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10.19(2)(9)   1997 Employee Stock Purchase Plan.
10.20(4)(9)(10)1999 Stock Incentive Plan.
10.21(9)      California Stock Option Plan.
10.22(2)      Lease dated November 21, 1996 between the Company and New Boston
              Wilmar Limited Partnership.
10.23(2)(9)   Employment Agreement dated as of March 15, 1994 between the
              Company and Emmett Clemente (the "Clemente Employment Agreement")
10.24(9)(11)  Amendment No. 1 dated as of March 15, 1999 to the Clemente
              Employment Agreement.
10.25(6)(9)   Amendment No. 2 dated as of March 15, 2000 to the Clemente
              Employment Agreement.
10.27(2)(9)   Consulting Agreement dated as of April 1, 1996 between the
              Company and Robert E. Baldini.
10.29(2)+     Development and License Agreement dated as of October 8, 1996
              by and between the Company and Recordati S.A. Chemical and
              Pharmaceutical Company ("Recordati").
10.30(2)      Amendment No, 1 dated February 28, 1997 to the Development and
              License Agreement dated as of October 8, 1996 by and between
              the Company and Recordati.
10.31(2)+     Manufacturing and Supply Agreement dated as of October 8, 1996 by
              and between the Company and Recordati.
10.32(2)+     Supply Agreement dated as of October 12, 1994 by and between the
              Company and Lyne Laboratories.
10.33(2)      Securities Purchase Agreement dated as of January 31, 1997 among
              the Company, Triumph-Connecticut Limited Partnership and the
              purchasers identified therein (the "Triumph Agreement").
10.34(2)      Waiver and Amendment to the Triumph Agreement dated as of
              March 13, 1997.
10.35(4)      Second Waiver and Amendment to the Triumph Agreement dated as
              of May 13, 1998.
10.36(2)      Series F Convertible Preferred Stock and Warrant Purchase
              Agreement dated as of June 28, 1996 between the Company and
              certain purchasers identified therein, as amended by Amendment
              No. 1 dated as of June 28, 1996 and Amendment No. 2 dated as
              of February 3, 1997.
10.37(2)      Form of Common Stock Purchase Warrant issued to Chestnut Partners
              Inc. on February 28, 1997.
10.38(2)      Form of Common Stock Purchase Warrant issued to Banque Paribas
              on February 28, 1997.
10.39(2)      Form of Common Stock Purchase Warrant with an exercise price of
             .01 per share issued to designees of Bentley Securities on
              February 28, 1997.
10.40(2)      Form of Common Stock Purchase Warrant with an exercise price of
              5.91 per share issued to designees of Bentley Securities on
              February 28, 1997.
10.41(5)      Form of Common Stock Purchase Warrant issued by the Company on
              July 1, 1999, December 30, 1999 and February 14, 2000 under the
              Third Amendment to the May 1998 Securities Purchase Agreement
              (included in Exhibit 10.11).
10.42(6)      Form of Common Stock Purchase Warrant issued by the Company on
              October 15, 1999 and December 30, 1999 under the Fourth Amendment
              to the May 1998 Securities Purchase Agreement.
10.43(2)+     Asset Purchase Agreement dated as of March 25, 1997 (the "Asset
              Purchase Agreement") between the Company and Upsher-Smith
              Laboratories, Inc. ("Upsher-Smith"), which includes the form of
              Manufacturing Agreement between the Company and Upsher-Smith as
              Exhibit E thereto.
10.44(12)+    Addendum to Asset Purchase Agreement dated as of July 10, 1997
              between the Company and Upsher-Smith.
10.45(6)      First Amendment to Lease between New Boston Wilmar Limited
              Partnership and the Company dated as of September 18, 1997.
23.1          Consent of PricewaterhouseCoopers LLP, independent accountants.

(1)  Incorporated herein by reference to the Exhibits to the Company's Current
     Report on Form 8-K filed with the Securities and Exchange Commission (the
     "Commission") on January 16, 2001.
(2)  Incorporated herein by reference to the Exhibits to the Company's Registration
     Statement on Form S-1 (File No. 333-23319).
(3)  Incorporated herein by reference to the Exhibits to the Company's Current
     Report on Form 8-K filed with the Securities and Exchange Commission on
     February 22, 1999.
(4)  Incorporated herein by reference to the Exhibits to the Company's Current
     Report on Form 8-K filed with the Commission on June 2, 1998.
(5)  Incorporated herein by reference to the Exhibits to Post-Effective Amendment
     No. 1 to the Company's Registration Statement on Form S-4 (File No. 333-79383)
     filed with the Commission on July 2, 1999.
(6)  Incorporated herein by reference to the Exhibits to the Company's Annual
     Report on Form 10-K filed with the Securities and Exchange Commission (the
     "Commission") on March 30, 2000.
(7)  Incorporated herein by reference to Annex A to Post-Effective Amendment No. 1
     to the Company's Registration Statement on Form S-4 (File No. 333-79383) filed
     with the Commission on July 2, 1999.
(8)  Incorporated herein by reference to the Exhibits to the Company's Current
     Report on Form 8-K filed with the Commission on November 4, 1999.
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(9)  Management contract or compensatory plan or arrangement required to be filed
     as an exhibit to this Annual Report on Form 10-K.
(10) Incorporated herein by reference to Annex D to the Company's Registration
     Statement on Form S-4 (File No. 333-79383).
(11) Incorporated herein by reference to the Company's Registration Statement on
     Form S-4 (File No. 333-79383).
(12) Incorporated herein by reference to the Exhibits to the Company's Current
     Report on Form 8-K filed with the Commission on July 25, 1997.
+    Confidential treatment granted as to certain portions, which portions were
     omitted and filed separately with the Commission.
</TABLE>
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