SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No. 1)

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended July 31, 2003

                                       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 No. 000-23399

                               NOVADEL PHARMA INC.
--------------------------------------------------------------------------------
           (Name of small business issuer as specified in its charter)

              Delaware                                 22-2407152
  -------------------------------           ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

25 Minneakoning Road, Flemington, New Jersey              08822
--------------------------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number, including area code: (908) 782-3431

Securities registered pursuant to Section 12(b) of the Exchange Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:
                  Common Stock, par value $.001 per share
                  Redeemable Common Stock Purchase Warrants

         Check whether the issuer (1) has filed all reports required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 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 [ ]

         Check if there is no disclosure of delinquent  filings pursuant to Item
405 of Regulation S-B contained herein, and no disclosure will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X].

         State the issuer's revenues for its most recent fiscal year:  $2,000

         The aggregate  market value of the voting and non-voting  common equity
of the registrant held by  non-affiliates  of the registrant at October 27, 2003
was  approximately  $ 19,027,000  based upon the closing sale price of $2.01 for
the  Registrant's  Common  Stock,  $.001 par value,  as reported by the National
Association of Securities Dealers OTC Bulletin Board on October 27, 2003.

         As of October 27, 2003 the Registrant  had 17,972,760  shares of Common
Stock, $.001 par value, outstanding.

         Documents incorporated by reference: None


<PAGE>

                                INTRODUCTORY NOTE

         This  Amendment  No.  1 to  the  Annual  Report  on  Form  10-KSB  (the
"10-KSB/A")  for Novadel  Pharma Inc. (the  "Company") for the fiscal year ended
July 31, 2003, as filed with the Securities and Exchange  Commission  ("SEC") on
October  29,  2003,  is being filed  solely for the purpose of amending  Exhibit
10.31 thereto and  correcting  the exhibit index  accordingly.  The Amendment to
Exhibit  10.31 is based upon the SEC's review of the  Company's  confidentiality
treatment request previously filed with respect to such exhibit.

         This 10-KSB/A does not reflect events occurring after the filing of the
original  Form 10-KSB,  or modify or update the  disclosures  therein in any way
other than as required to reflect the amendment  set forth above.  The filing of
this Form 10-KSB/A  shall not be deemed an admission  that the original  filing,
when made,  included any untrue statement of a material fact or omitted to state
a material fact necessary to make a statement not misleading.


<PAGE>



                                     PART IV

ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K

(a) (2)  List of Exhibits

<TABLE>
<CAPTION>
                  Incorporated Documents                        SEC Exhibit Reference
                  ----------------------                        ---------------------
<S>               <C>                                           <C>
2.1               Agreement of Merger dated as of October 29,   As filed with the Registrant's Preliminary  Proxy
                  1998                                          Statement on October 20, 1998, File No. 000-23399

3.1               Certificate of Incorporation of the           As filed with the Registrant's Form SB-2, on
                  Registrant, as amended                        August 8, 1997, File No. 333-33201

3.2               Bylaws of the Registrant, as amended          As filed with the Registrant's Form SB-2, on
                                                                August 8, 1997, File No. 333-33201

4.1               Form of Warrant Agreement                     As filed with the Registrant's Form SB-2, on
                                                                October 31, 1997, File No. 333-33201

4.3               Form of Class A Warrant Certificate           As filed with the Registrant's Form SB-2, on
                                                                October 31, 1997, File No. 333-33201


4.4               Form of Underwriters' Option Agreement        As filed with the Registrant's Form SB-2, on
                                                                October 31, 1997, File No. 333-33201

10.1              Employment Agreement with Harry A. Dugger,    As filed with the Registrant's Form SB-2, on
                  III, Ph.D.                                    August 8, 1997, File No. 333-33201

10.2              Employment Agreement with John J. Moroney     As filed with the Registrant's Form SB-2, on
                                                                October 3, 1997, File No. 333-33201

10.3              Agreement dated December 7, 1996 between      As filed with the Registrant's Form SB-2, on
                  the Registrant and Altana, Inc.               August 8, 1997, File No. 333-33201

10.4              Registrant's 1992 Stock Option Plan           As filed with the Registrant's Form SB-2, on
                                                                August 8, 1997, File No. 333-33201

10.5              Form of Option Agreement under the 1992       As filed with the Registrant's Form SB-2, on
                  Stock Option Plan                             October 3, 1997, File No. 333-33201

10.6              Registrant's 1997 Stock Option Plan           As filed with the Registrant's Form SB-2, on
                  Form of Option Agreement under the 1997       August 8, 1997, File No. 333-33201

10.7              Stock Option Plan                             As filed with the Registrant's Form SB-2, on
                                                                October 3, 1997, File No. 333-33201
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
<S>               <C>
10.8              Agreement with Rapid Spray (Clemastine)       As filed with the Registrant's Form SB-2, on
                  Dated June 2, 1992                            August 8, 1997, File No. 333-33201

10.9              Agreement with Rapid Spray (Nitroglycerin)    As filed with the Registrant's Form SB-2, on
                  dated June 2, 1992                            August 8, 1997, File No. 333-33201

10.10             Agreement with Creative Technologies, Inc.    As filed with the Registrant's Form SB-2, on
                  dated December 26, 1996                       October 3, 1997, File No. 333-33201

10.11             Registrant's 1998 Stock Option Plan           As filed with the Registrant's Preliminary  Proxy
                                                                Statement on October 20, 1998,
                                                                File No. 000-23399

10.12             Employment Agreement with Donald P. Cox,      As filed with the Registrant's Form 10-KSB on
                  Ph.D.                                         October 28, 1999, File No. 000-23399

10.13             Employment Agreement with Kenneth Cleaver,    As filed with the Registrant's Form 10-KSB on
                  Ph.D.                                         October 28, 1999, File No. 000-23399

10.14             Amendment to Consulting Agreement with        As filed with the Registrant's Form 10-KSB on
                  Saggi Capital Corp. dated March 25, 1998      October 28, 1999, File No. 000-23399

10.15             Agreement with Altana, Inc., dated December   As filed with the Registrant's Form 10-KSB/A on
                  7, 1996                                       September 26, 2001, File No. 000-23399

10.16             Agreement with CLL Pharma dated February      As filed with the Registrant's Form 10-KSB/A on
                  12, 1998                                      September 26, 2001, File No. 000-23399

10.17             Agreement with Nace Resources, Inc., dated    As filed  with the Registrant's  Form  10-KSB/A
                  December 29, 1997, together with Amendment    on 10.17 Amendment Number 3, dated May 5, 2000
                  Number 1 dated February 9, 1998; Amendment    September 26, 2001, File No. 000-23399
                  Number 2 dated  November  29,  1999;  and,

10.18             Agreement  with  PolyMASC  Pharmaceuticals    As filed  with the Registrant's Form 10-KSB/A on 10.18
                  plc, dated July 25, 2000                      September 26, 2001, File No. 000-23399

10.19             Authorization to proceed with Innovex, Inc.   As filed with the Registrant's Form 10-KSB/A on
                  and Novartis Pharmaceuticals Corp., dated     September 26, 2001, File No. 000-23399
                  June 15, 2000

10.20             Consulting Agreement with John Klein.         As filed with the Registrant's Form SB-2, on April
                                                                15,2002, File No. 333-86262

10.21             Employment Agreement with Robert Galler.      As filed with the Registrant's Form SB-2, on April
                                                                15,2002, File No. 333-86262
</TABLE>

<PAGE>



<TABLE>
<CAPTION>
<S>               <C>                                           <C>
10.22             Employment Agreement Amendment No. 1 with     As filed with the Registrant's Form SB-2, on April
                  Robert Galler                                 15,2002, File No. 333-86262

10.23             Employment Agreement with Donald Deitman.     As filed with the Registrant's Form SB-2, on April
                                                                15,2002, File No. 333-86262

10.24             Common Stock and Warrant Purchase Agreement   Incorporated by Reference to Schedule 13D filed on
                  dated December 12, 2001.                      December 21, 2001 by Lindsay A. Rosenwald, M.D.

10.25             Amendment No. 1 to Common Stock and Warrant   As filed with the Registrant's Form SB-2, on April
                  Purchase Agreement                            15,2002, File No. 333-86262

10.26             Employment Agreement with Mohammed Abd        As filed with the Registrant's Form SB-2,
                  El-Shafy, Ph.D                                Amendment #2, on September 3, 2002, File No. 333-86262

10.26             Employment Agreement with Gary A. Shangold,   As filed with the Registrant's Form 10-QSB for
                  MD                                            period ended January 31, 2003, File No. 000-23399

10.27             Amendment No. 1 of Employment Agreement       As filed with the Registrant's Form 10-QSB for
                  with Gary A. Shangold, MD                     period ended January 31, 2003, File No. 000-23399

10.28             Lease Agreement dated March 19, 2003, with    As filed with the Registrants' Form 10-QSB for
                  Macedo Business Park, II, L.L.C               period ended April 30, 2003, File No. 000-23399

10.29             Amendment No. 1 of Lease Agreement dated      As filed with the Registrant's Form 10-QSB for
                  March 19, 2003, with Macedo Business Park,    period ended April 30, 2003, File No. 000-23399
                  II, L.L.C.

10.30             Employment Agreement with Barry C. Cohen      As filed with the Registrant's Form 10-QSB for
                                                                period ended April 30, 2003, File No. 000-23399

10.31             *  Agreement with Manhattan
                  Pharmaceuticals, Inc. dated April 4, 2003.

11.1              ** Computation of earnings per share

23.1              ** Consent of Wiss & Co. LLP

31.1              ** Certification of Chief Executive Officer
                  under Rule 13a-14(a)

31.2              ** Certification of Chief Financial
                  Officer under Rule 13a-14(a)
</TABLE>

<PAGE>


32.1              **  Certification of Chief Executive Officer
                  under 18 USC 1350

32.2              ** Certification of Chief Financial
                  Officer under 18 USC 1350

* Filed herewith.  Certain portions of Exhibit 10.31 have been redacted and have
been  separately  filed with the SEC pursuant to the  Company's  confidentiality
treatment request.

** Filed with Registrant's Annual Report on Form 10-KSB as filed with the SEC on
October 29, 2003.


<PAGE>


                                   SIGNATURES

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

                                          NovaDel Pharma Inc.

Date: March 11, 2004                      By: /s/ Gary A. Shangold
                                              ----------------------------------
                                              Gary A. Shangold, President and
                                              Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
is signed  below by the  following  persons on behalf of the  Company and in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
     Signatures                                       Title                                  Date
     ----------                                       -----                                  ----
<S>                                <C>                                                 <C>
/s/ Gary A. Shangold               President and Chief Executive Officer (Principal    March 11, 2004
---------------------------        Executive Officer) and Director
Gary A. Shangold

/s/ Donald J. Deitman              Chief Financial Officer                             March 11, 2004
---------------------------        (Principal Financial Officer)
Donald J. Deitman

/s/ John H. Klein                  Chairman of the Board and Director                  March 11, 2004
---------------------------
John H. Klein

/s/ Robert F. Schaul               Secretary and Director                              March 11, 2004
---------------------------
Robert F. Schaul

/s/ William F. Hamilton            Director                                            March 11, 2004
---------------------------
William F. Hamilton

/s/ Lawrence J. Kessel             Director                                            March 11, 2004
---------------------------
Lawrence J. Kessel

/s/ Mark H. Rachesky               Director                                            March 11, 2004
---------------------------
Mark H. Rachesky


/s/ Charles Nemeroff               Director                                            March 11, 2004
---------------------------
Charles Nemeroff

/s/ Robert G. Savage               Director                                            March 11, 2004
---------------------------
Robert G. Savage

</TABLE>