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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                   FORM 10-K/A
                                 AMENDMENT NO. 1

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                         COMMISSION FILE NUMBER 00024889

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                               CELL PATHWAYS, INC.
             (Exact name of Registrant as specified in its charter)

                                    702 ELECTRONIC DRIVE
            DELAWARE                 HORSHAM, PA 19044         23-2969600
(State or other jurisdiction of    (Address of principal    (I.R.S. Employer
incorporation or organization)      executive offices)     Identification No.)

                                 (215) 706-3800
                         (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:

                     COMMON STOCK, $ .01 PAR VALUE PER SHARE
                         PREFERRED STOCK PURCHASE RIGHTS
                                (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 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. [X]

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of March 7, 2002 was approximately $135,375,000 based upon
the last reported sales price of the Registrant's Common Stock on the Nasdaq
National Market.

         As of March 7, 2002 there were 31,170,166 shares of the Registrant's
Common Stock outstanding, not including 1,700,000 shares committed to be issued
in settlement of litigation.

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                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Proxy Statement relating to the Annual Meeting of
Stockholders to be held on May 29, 2002, are incorporated by reference into Part
III of this report. Other documents incorporated by reference are listed in the
Exhibit Index.

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                                Explanatory Note

         This Amendment No. 1 to the Registrant's 2001 Annual Report on Form
10-K is being filed for the sole purpose of amending Part IV, Item 14 (a) (3)
and in particular to file Exhibit 10.4 for which confidential treatment was
requested with this Amendment No. 1.

                                     PART IV

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

(a)

1.       LIST OF FINANCIAL STATEMENTS

         See page F-1 of this report, which includes an index to consolidated
         financial statements.

2.       LIST OF FINANCIAL STATEMENT SCHEDULES

         None.

3.       LIST OF EXHIBITS

3.1      Certificate of Incorporation as amended November 2, 1998 (incorporated
         by reference to Exhibit 3.1 to the Registrant's Report on Form 10-K for
         1998 filed with the Securities and Exchange Commission (the "1998
         10-K")).

3.2      Amendment to Certificate of Incorporation by way of Certificate of
         Designation, Preferences and Rights of Series A Junior Participating
         Preferred Stock (incorporated by reference to Exhibit 3.2 to the 1998
         10-K).

3.3      Amendment to Certificate of Incorporation increasing the number of
         authorized shares of Common Stock and Preferred Stock (incorporated by
         reference to Exhibit 3.3 to Registrant's Quarterly Report on Form 10-Q
         filed with the Securities and Exchange Commission on August 2, 2000).

3.4      Bylaws of Cell Pathways, Inc. (incorporated by reference to Exhibit 3.2
         to the Registrant's Registration Statement on Form S-4 (No. 333-59557)
         filed with the Securities and Exchange Commission on July 22, 1998 (the
         "July 1998 S4")).

4.1      Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.

4.2      Specimen certificate of Registrant (incorporated by reference to
         Exhibit 4.2 to the July 1998 S-4).

4.3      Rights Agreement dated as of December 3, 1998 between Registrant and
         Registrar and Transfer Company (incorporated by reference to Exhibit 4
         to the Registrant's Current Report on Form 8-K filed with the
         Securities and Exchange Commission on December 18, 1998).

4.4      Form of Warrant issued in Private Placement, November 9, 2000
         (incorporated by reference to Exhibit 4 to Registrant's Registration
         Statement on Form S-3 (No. 333-50514), filed with the Securities and
         Exchange Commission on November 22, 2000 (the "November 2000 S-3")).

10.1     Lease, dated June 25, 1998, between Cell Pathways, Inc. and ARE-702
         Electronic Drive, L.P. (incorporated by reference to Exhibit 10.2 to
         the July 1998 S-4).




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10.2     Research and License Agreement, dated June 26, 1991, between Cell
         Pathways, Inc. and the University of Arizona, as amended (incorporated
         by reference to Exhibit 10.23 to Registrant's Registration Statement on
         Form S-1 (No. 333-37557), filed October 9, 1997, or amendments thereto
         (the "October 1997 S-1")).

10.3     Form of Purchase Agreement in Private Placement, November 9, 2000
         (incorporated by reference to Exhibit 10.1 to the November 2000 S-3).

10.4*    Distribution Agreement, dated January 22, 2002, between Cell Pathways,
         Inc. and Sinclair Pharmaceuticals Ltd.

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

10.5     1997 Equity Incentive Plan of Cell Pathways, Inc, as amended
         (incorporated by reference to Exhibit 10.6 to the Registrant's Report
         on Form 10-K for 2000 filed with the Securities and Exchange Commission
         (the "2000 10-K")).

10.6     Form of Incentive Stock Option Agreement (incorporated by reference to
         Exhibit 10.7 to the 2000 10-K).

10.7     Form of Non-Qualified Stock Option Agreement (incorporated by reference
         to Exhibit 10.8 to the 2000 10-K).

10.8     1997 Non-Employee Director Stock Option Plan of Cell Pathways, Inc.
         (incorporated by reference to Exhibit 10.5 to the July 1998 S-4).

10.9     Form of Stock Option Agreement (incorporated by reference to Exhibit
         10.6 to the July 1998 S-4).

10.10    1997 Employee Stock Purchase Plan of Cell Pathways, Inc. (incorporated
         by reference to Exhibit 10.28 to the October 1997 S-1).

10.11    1995 Stock Award Plan of Cell Pathways, Inc. (incorporated by reference
         to Exhibit 10.6 to the October 1997 S-1).

10.12    Employment Agreement, dated October 12, 1996, between Cell Pathways,
         Inc. and Robert J. Towarnicki (incorporated by reference to Exhibit
         10.13 to the October 1997 S-1).

10.13    Change in Control Agreement, dated as of November 30, 2000, between
         Cell Pathways, Inc. and Robert J. Towarnicki (incorporated by reference
         to Exhibit 10.14 to the 2000 10-K).

10.14    Employment Agreement, dated February 1, 1993, between Cell Pathways,
         Inc. and Rifat Pamukcu (incorporated by reference to Exhibit 10.17 to
         the October 1997 S-1).

10.15    Change in Control Agreement, dated as of November 30, 2000, between
         Cell Pathways, Inc. and Rifat Pamukcu (incorporated by reference to
         Exhibit 10.16 to the 2000 10-K).

10.16    Employment Agreement, dated as of October 12, 2000, between Cell
         Pathways, Inc. and Martha E. Manning (incorporated by reference to
         Exhibit 10.17 to the 2000 10-K).

10.17    Change in Control Agreement, dated as of November 30, 2000, between
         Cell Pathways, Inc. and Martha E. Manning (incorporated by reference to
         Exhibit 10.18 to the 2000 10-K).

10.18    Employment Agreement, dated as of July 12 2000, between Cell Pathways,
         Inc. and Robert E. Bellet, M.D. (incorporated by reference to Exhibit
         10.19 to the 2000 10-K).

10.19    Change in Control Agreement, dated as of November 30, 2000, between
         Cell Pathways, Inc. and Robert E. Bellet, M.D. (incorporated by
         reference to Exhibit 10.20 to the 2000 10-K)



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10.20    Employment Agreement, dated as of November 6, 1997, between Cell
         Pathways, Inc. and Brian J. Hayden (incorporated by reference to
         Exhibit 10.21 to the 2000 10-K).

10.21    Change in Control Agreement, dated as of November 30, 2000, between
         Cell Pathways, Inc. and Brian J. Hayden (incorporated by reference to
         Exhibit 10.22 to the 2000 10-K).

10.22    Employment Agreement, dated as of November 29, 2000, between Cell
         Pathways, Inc. and Lloyd Glenn (incorporated by reference to Exhibit
         10.23 to the 2000 10-K).

10.23    Change in Control Agreement, dated as of November 30, 2000, between
         Cell Pathways, Inc. and Lloyd Glenn (incorporated by reference to
         Exhibit 10.24 to the 2000 10-K).

10.24    Restricted Stock Grant, dated December 14, 2001, between Cell Pathways,
         Inc. and Robert E. Bellet, M.D. (previously filed on March 22, 2002).

10.25    Non-Qualified Stock Option Agreement, dated January 11, 2002, between
         Cell Pathways, Inc. and Brian J. Hayden (previously filed on March 22,
         2002).

22.1     Subsidiaries.

23.1     Consent of Arthur Andersen LLP.

99.1     Issuer Letter Concerning Auditor Representation.

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*Confidential Treatment Requested

(b)      REPORT ON FORM 8-K

         None



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                                   SIGNATURES

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

                                     CELL PATHWAYS, INC.


                                     By: /s/ Robert J. Towarnicki
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                                        Robert J. Towarnicki
                                        President and Chief Executive Officer

May 8, 2002



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