SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)
[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2005

                                       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 0-13634

                              MACROCHEM CORPORATION
                              ---------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                               04-2744744
---------------------------------                           --------------------
   (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

            110 Hartwell Avenue, Lexington, Massachusetts 02421-3134
            --------------------------------------------------------
               (Address of principal executive offices, Zip Code)

                                  781-862-4003
                                  ------------
              (Registrant's telephone number, including area code)

     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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes               No      X
    ---------        ---------

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

         Class                                 Outstanding at November 7, 2005:
----------------------------                   --------------------------------
Common Stock, $.01 par value                             41,863,455


                                       1
<PAGE>

                              MACROCHEM CORPORATION

                               INDEX TO FORM 10-Q


                                                                     Page Number
                                                                     -----------
PART I   FINANCIAL INFORMATION

Item 1   Financial Statements

             Condensed Balance Sheets
             September 30, 2005 and December 31, 2004 (Unaudited)        3

             Condensed Statements of Operations for the
             Three and Nine Months Ended September 30, 2005
             and 2004 (Unaudited)                                        4

             Condensed Statements of Cash Flows for the
             Nine Months Ended September 30, 2005
             and 2004 (Unaudited)                                        5

             Notes to Unaudited Condensed Financial
             Statements                                                 6-11

Item 2   Management's Discussion and Analysis of
         Financial Condition and Results of Operations                 12-19

Item 3   Quantitative and Qualitative Disclosures About Market Risk     19

Item 4   Controls and Procedures                                        20


PART II  OTHER INFORMATION

Item 6   Exhibits                                                       21

SIGNATURES                                                              23

EXHIBIT INDEX                                                           24


                                       2
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                              MACROCHEM CORPORATION
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)

                                                                            September 30,      December 31,
                                                                                2005              2004
                                                                            --------------     -------------
<S>                                                                         <C>                <C>
ASSETS
Current assets:
      Cash and cash equivalents                                             $   1,270,170      $  4,888,868
      Short-term investments                                                          ---         1,185,406
      Prepaid expenses and other current assets                                   224,247           328,908
                                                                             -------------      ------------
          Total current assets                                                  1,494,417         6,403,182

Property and equipment, net                                                        85,215           183,079

Patents, net                                                                      591,844           523,603
                                                                             -------------      ------------

Total assets                                                                $   2,171,476      $  7,109,864
                                                                             =============      ============

LIABILITIES
Current liabilities:
      Accounts payable                                                      $     120,616      $    244,148
      Accrued expenses and other liabilities                                      198,782           523,703
                                                                             -------------      ------------
          Total current liabilities                                               319,398           767,851

Deferred rent                                                                         ---             5,509
                                                                             -------------      ------------
Total liabilities                                                                 319,398           773,360

Commitments and contingencies (Note 3)

STOCKHOLDERS' EQUITY
Preferred stock, authorized and unissued, 6,000,000 shares                            ---               ---
Common stock, $.01 par value, 100,000,000 shares authorized;
      41,885,688 and 38,903,983 shares issued at September 30, 2005 and
      December 31, 2004, respectively                                             418,857           389,040
Additional paid-in capital                                                     83,505,726        82,941,131
Accumulated deficit                                                           (82,013,395)      (76,824,517)
Less treasury stock, at cost, 22,233 and 62,260 shares at September 30,
      2005 and December 31, 2004, respectively                                    (59,110)         (169,150)
                                                                             -------------      ------------
Total stockholders' equity                                                      1,852,078         6,336,504
                                                                             -------------      ------------

Total liabilities and stockholders' equity                                  $   2,171,476      $  7,109,864
                                                                             =============      ============
</TABLE>

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

                                       3
<PAGE>
<TABLE>
<CAPTION>
                              MACROCHEM CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
         For the three and nine months ended September 30, 2005 and 2004
                                   (Unaudited)

                                                          For the three months ended              For the nine months ended
                                                               September 30,                             September 30,
                                                           2005                2004                2005               2004
                                                       ------------        ------------        ------------       ------------
<S>                                                    <C>                 <C>                 <C>                <C>
OPERATING EXPENSES:
     Research and development                              380,881           1,003,510           2,149,949          3,509,769
     Marketing, general and administrative                 703,098             934,438           2,347,376          3,153,167
     Costs associated with staff reduction and
     transition agreements (Note 8)                        751,277                 ---             751,277                ---
                                                        -----------         -----------         -----------        -----------
         TOTAL OPERATING EXPENSES                        1,835,256           1,937,948           5,248,602          6,662,936

LOSS FROM OPERATIONS                                    (1,835,256)         (1,937,948)         (5,248,602)        (6,662,936)

OTHER INCOME:
     Interest income                                        14,264              26,464              59,724             79,354
                                                        -----------         -----------         -----------        -----------
         TOTAL OTHER INCOME                                 14,264              26,464              59,724             79,354
                                                        -----------         -----------         -----------        -----------

NET LOSS                                               $(1,820,992)        $(1,911,484)        $(5,188,878)       $(6,583,582)
                                                        ===========         ===========         ===========        ===========

BASIC AND DILUTED NET LOSS PER SHARE                   $     (0.04)        $     (0.05)        $     (0.13)       $     (0.18)
                                                        ===========         ===========         ===========        ===========

SHARES USED TO COMPUTE BASIC AND DILUTED NET
     LOSS PER SHARE                                     41,863,455          38,788,748          40,597,637         37,273,118
                                                        ===========         ===========         ===========        ===========

</TABLE>

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

                                       4
<PAGE>
<TABLE>
<CAPTION>
                              MACROCHEM CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
              For the nine months ended September 30, 2005 and 2004
                                   (Unaudited)

                                                                   For the nine months ended September 30,
                                                                       2005                       2004
                                                                   ------------               ------------
<S>                                                                <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                      $(5,188,878)               $(6,583,582)
     Adjustments to reconcile net loss to net cash used by
       operating activities:
         Depreciation and amortization                                 149,582                    150,390
         Stock-based compensation                                          ---                    190,552
         401(k) contributions in company common stock                   15,610                     48,082
         Deferred rent                                                  (5,509)                   (19,592)
         Reduction to capitalized patents                                  ---                    124,853
     Change in assets and liabilities:
         Prepaid expenses and other current assets                     104,661                    (17,608)
         Accounts payable and accrued expenses                        (448,453)                   (62,897)
         Deposits                                                          ---                     29,193
                                                                    -----------                -----------
Net cash used in operating activities                               (5,372,987)                (6,140,609)
                                                                    -----------                -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Sales of short-term investments                                 1,185,406                  2,000,000
     Purchases of short-term investments                                   ---                    (10,873)
     Expenditures for patents                                         (105,439)                   (30,707)
     Expenditures for property and equipment                           (14,519)                   (46,479)
                                                                    -----------                -----------
Net cash provided by investing activities                            1,065,448                  1,911,941
                                                                    -----------                -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of common stock (net of legal and
     financial costs)                                                  601,341                  6,681,274
     Proceeds from exercise of warrants                                 87,500                    443,816
                                                                    -----------                -----------
Net cash provided by financing activities                              688,841                  7,125,090
                                                                    -----------                -----------

Net change in cash and cash equivalents                             (3,618,698)                 2,896,422
Cash and cash equivalents at beginning of period                     4,888,868                  3,839,772
                                                                    -----------                -----------

Cash and cash equivalents at end of period                         $ 1,270,170                $ 6,736,194
                                                                    ===========                ===========
</TABLE>

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


                                       5
<PAGE>

                              MACROCHEM CORPORATION
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(1)  BASIS OF PRESENTATION AND OPERATIONS

     The financial statements included herein have been prepared by MacroChem
     Corporation ("MacroChem" or the "Company") without audit, pursuant to the
     rules and regulations of the Securities and Exchange Commission. Certain
     information and footnote disclosures normally included in financial
     statements prepared in accordance with accounting principles generally
     accepted in the United States of America have been condensed or omitted
     pursuant to such rules and regulations. In the opinion of management, the
     accompanying unaudited condensed financial statements include all
     adjustments (consisting only of normal recurring adjustments) necessary to
     present fairly the financial position, results of operations and cash flows
     of the Company at the dates and for the periods indicated. The unaudited
     condensed financial statements included herein should be read in
     conjunction with the audited financial statements and the notes thereto
     included in the Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 2004.

     On September 7, 2005, the Company announced that, at the direction of its
     board of directors, the Company was discontinuing all research and product
     development activities, and that, in connection with that decision, the
     Company had terminated substantially all of its non-management personnel as
     of August 31, 2005. In addition, on September 16, 2005, the Company
     announced that it had entered into transition agreements with all of its
     management personnel. The transition agreements terminated the then
     existing employment and severance agreements between the Company and
     management and provided that management would remain employed by the
     Company until November 30, 2005.

     Since that time, the Company has been in contact with third parties in an
     attempt to sell the business or its intellectual property and other
     operating assets or to secure financing. As of the date of this report,
     there is no firm commitment for a sale or financing transaction. The
     Company believes that its cash, cash equivalents and short-term investments
     of $1,270,170 at September 30, 2005 are only sufficient to fund its
     operations through November 2005, and expenses in connection with the
     termination of the Company's operations.

     The Company's ability to continue operations after November 2005 depends on
     its ability to arrange additional funding or to make alternative
     arrangements to fund its operations. The Company is presently in
     discussions concerning a potential financing transaction. However, there is
     currently no firm commitment with respect to any such financing
     transaction. The Company cannot assure that it will be able to consummate a
     financing transaction on favorable terms, if at all, that would
     substantially improve its liquidity and capital resource position. If the
     Company is not successful in arranging additional financing, or
     consummating an alternative transaction, on a timely basis, the Company
     will be required to cease operations.

                                       6
<PAGE>

     Pending the outcome of management's efforts to secure additional financing
     and any definitive decision to cease operations and liquidate, the Company
     will continue to prepare its financial statements on the assumption that it
     will continue as a going concern, which contemplates the realization of
     assets and liquidation of liabilities in the normal course of business.
     Consequently, the financial statements do not include any adjustments to
     reflect possible future effects of the recoverability and classification of
     assets or the amounts and classification of liabilities that may result if
     management and the Board of Directors were to determine that additional
     financing was not available on favorable terms, and that the Company should
     cease operations and liquidate. In this event, the financial statements
     would be prepared and presented on the liquidation basis of accounting,
     whereby assets are valued at their estimated net realizable values and
     liabilities are stated at their estimated settlement amounts. There can be
     no assurance that, in the event of a liquidation, there will be any assets
     remaining to be distributed to shareholders.

     In addition, the current sublease of the Company's office and laboratory
     space expires on November 30, 2005. The Company is evaluating potential
     options to extend its lease but there can be no assurance that it will be
     able to obtain an extension on favorable terms, if at all.

     The Company has been engaged primarily in research and development since
     its inception in 1981 and has derived limited revenues from the commercial
     sale of its products, licensing of certain technology and feasibility
     studies. The Company has had no revenues relating to the sale of any
     products currently under development. The Company has incurred net losses
     every year since its inception and the Company anticipates that, if the
     Company is able to continue as a going concern, losses may continue for the
     foreseeable future. At September 30, 2005, the Company's accumulated
     deficit was approximately $82.0 million.

     The results disclosed in the Statement of Operations for the nine months
     ended September 30, 2005 are not necessarily indicative of the results to
     be expected for the full year.

(2)  STOCK BASED COMPENSATION

     The Company applies the intrinsic value method of accounting for stock
     options and awards granted to employees. The Company accounts for stock
     options and awards to non-employees using the fair value method.

     Under the intrinsic value method, compensation associated with stock awards
     to employees is determined as the difference, if any, between the current
     fair value of the underlying common stock on the date compensation is
     measured and the price an employee must pay to exercise the award. The
     measurement date for employee awards is generally the date of grant. Under
     the fair value method, compensation associated with stock awards to
     non-employees is determined based on the estimated fair value of the award
     itself, measured using either current market data or an established option
     pricing model. The measurement date for non-employee awards is generally
     the date performance of services is complete.

                                       7
<PAGE>

     In December 2004, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards No. 123R, Share-Based Payment
     ("SFAS No. 123R"). This Statement is a revision of SFAS No. 123, Accounting
     for Stock-Based Compensation, and supersedes Accounting Principles Board
     Opinion No. 25, Accounting for Stock Issued to Employees, and its related
     implementation guidance. SFAS No. 123R focuses primarily on accounting for
     transactions in which an entity obtains employee services in share-based
     payment transactions. The Statement requires entities to recognize stock
     compensation expense for awards of equity instruments to employees based on
     the grant-date fair value of those awards (with limited exceptions). SFAS
     No. 123R is effective as of the beginning of the first fiscal year after
     December 15, 2005. The Company expects to adopt SFAS No. 123R using the
     Statement's modified prospective application method. The Company does not
     yet have an estimate of the effect on its statements of operations of
     adopting SFAS No. 123.

     The Company has used the intrinsic value method to account for stock-based
     compensation to employees and directors. The following table illustrates
     the effect on net loss and net loss per share assuming the Company had
     applied the fair value method to stock-based employee and director
     compensation:
<TABLE>
<CAPTION>

                                             Three Months Ended September 30,        Nine Months Ended September 30,
                                             --------------------------------        -------------------------------
                                                  2005               2004                 2005             2004
                                                  ----               ----                 ----             ----

     <S>                                      <C>                <C>                  <C>              <C>
     Net loss as reported                     $(1,820,992)       $(1,911,484)         $(5,188,878)     $(6,583,582)

     Add: Stock-based employee
         compensation expense included
         in reported net loss                         ---                ---                  ---            7,325

     Deduct: Total stock-based employee
         compensation measured using the
         fair value method                        (67,226)          (125,290)            (680,413)        (569,635)
                                               -----------        -----------          -----------      -----------

     Pro forma net loss                       $(1,888,218)       $(2,036,774)         $(5,869,291)     $(7,145,892)
                                               ===========        ===========          ===========      ===========

     Basic and diluted net loss per share
     - as reported                            $     (0.04)       $     (0.05)         $     (.013)     $     (0.18)
                                               ===========        ===========          ===========      ===========

     Basic and diluted net loss per share
     - pro forma                              $     (0.05)       $     (0.05)         $     (0.14)     $     (0.19)
                                               ===========        ===========          ===========      ===========
</TABLE>

     The fair value of options on their grant date was measured using the
     Black-Scholes option pricing model. Key assumptions used to apply this
     pricing model are as follows:

<TABLE>
<CAPTION>
                                                Three Months Ended September 30,        Nine Months Ended September 30,
                                                --------------------------------        -------------------------------
                                                     2005               2004                 2005             2004
                                                     ----               ----                 ----             ----

        <S>                                      <C>               <C>                  <C>               <C>
        Risk-free interest rate                  3.05% - 4.25%     3.05% - 4.14%        3.05% - 4.25%     3.05% - 4.14%
        Expected life of option grants              6 years           6 years              6 years           6 years
        Expected volatility of underlying
            stock                                     93%               97%                  93%               97%
        Expected dividend payment rate, as a
            percentage of the stock price on
            the date of grant                         ---               ---                  ---               ---
</TABLE>

                                       8
<PAGE>

     The option pricing model used was designed to value readily tradable stock
     options with relatively short lives. The options granted to employees are
     not tradable and have contractual lives of up to ten years.

(3)  COMMITMENTS AND CONTINGENCIES

     Employment Agreements - On September 12, 2005 and September 13, 2005, the
     Company entered into transition agreements with certain key employees other
     than Robert J. DeLuccia, its President and Chief Executive Officer, and on
     September 16, 2005, the Company entered into a transition agreement with
     Mr. DeLuccia. The transition agreements terminated the existing employment
     and severance agreements between the Company and each key employee. The
     terms of each transition agreement provide that the employee will remain
     with the Company as an employee at-will until November 30, 2005. These
     agreements provide for aggregate payments of approximately $75,000 on
     November 30, 2005.

     Lease Commitments- In accordance with certain capital lease contracts, in
     the event that they are terminated early, approximately $29,000 would be
     owed as early termination payments.

(4)  BASIC AND DILUTED LOSS PER SHARE

     The following table sets forth the computation of basic and diluted loss
     per share:

<TABLE>
<CAPTION>
                                                    Three Months Ended                      Nine Months Ended
                                                       September 30,                           September 30,
                                                  2005               2004                 2005             2004
                                                  ----               ----                 ----             ----
     <S>                                      <C>                <C>                  <C>              <C>
     Numerator for basic and diluted loss
     per share:
        Net loss                              $(1,820,992)       $(1,911,484)         $(5,188,878)     $(6,583,582)
                                               ===========        ===========          ===========      ===========

     Denominator for basic and diluted
     loss per share:
        Weighted average shares
        outstanding                            41,863,455         38,788,748           40,597,637       37,273,118
                                               ===========        ===========          ===========      ===========

     Net loss per share - basic and           $     (0.04)       $     (0.05)         $     (0.13)     $     (0.18)
     diluted                                   ===========        ===========          ===========      ===========

</TABLE>

     Potential common shares are not included in the per share calculations for
     diluted EPS, because the effect of their inclusion would be anti-dilutive.
     Anti-dilutive potential shares not included in per share calculations for
     the nine months ended September 30, 2005 and 2004 were 8,341,329 and
     6,553,611, respectively.

                                       9
<PAGE>

(5)  PATENTS

     On April 14, 2004, the Company announced that preliminary data from its
     Phase 2 pharmacodynamic study of Topiglan(R), a topical cream for erectile
     dysfunction, demonstrated that Topiglan did not meet the study's primary
     clinical endpoints. The Company has conducted a more complete review of the
     data and has no plans for further clinical studies of Topiglan at this
     time. Accordingly, the Company recorded a reduction of $124,853 to the
     carrying value of certain patent assets related to Topiglan in June 2004.

(6)  STOCKHOLDERS' EQUITY

     During the three months ended September 30, 2005, no options were granted
     or exercised and 236,932 options were cancelled under the 2001 Incentive
     Plan (the "Plan"). During the nine months ended September 30, 2005, 331,100
     options were granted and no options were exercised under the Plan. During
     the same nine month period, 236,932 options were cancelled under the Plan.

     Under the 1994 Equity Incentive Plan (the "1994 Plan"), no options were
     granted or exercised and 36,232 and 38,052 were cancelled during the three
     and nine-month periods ended September 30, 2005, respectively.

     In July 2001, the Company sold 1,566,047 shares of its common stock for
     approximately $10,148,000 in gross proceeds ($9,406,291 net of issuance
     costs) in a private placement to institutional investors. The investors in
     the July 2001 common stock transaction received warrants to purchase an
     aggregate of 313,209 shares of common stock at a purchase price of $8.995
     per share. As a result of subsequent financing transactions, the exercise
     price of these warrants has been adjusted to $6.30 in accordance with the
     terms of the warrants. These warrants expire five years from the closing
     date and are callable by the Company if the closing price of the stock is
     higher than $17.99 for 15 consecutive trading days at any time before
     expiration. As of September 30, 2005, none of these warrants had been
     exercised.

     In September 2003, the Company sold 4,553,680 shares of its common stock
     for approximately $3,246,000 in gross proceeds ($2,971,505 net of issuance
     costs) in a private placement to primarily institutional investors. The
     investors in the September 2003 common stock transaction received warrants
     to purchase an aggregate of 910,736 shares of common stock at a purchase
     price of $1.173 per share for a period of three years. As of September 30,
     2005, 378,360 of these investor warrants had been exercised. The placement
     agent for this transaction received a warrant to purchase 150,000 shares of
     common stock at a purchase price of $1.173 for a period of three years. As
     of September 30, 2005, none of these placement agent warrants had been
     exercised.

     On March 9, 2004, the Company sold 5,402,000 shares of its common stock for
     $7,292,700 in gross proceeds ($6,681,274 net of issuance costs) in a
     private placement to institutional investors. The investors also received
     warrants to purchase an aggregate of 1,080,400 shares of common stock at a
     purchase price of $2.09 per share expiring five years from the closing
     date. As of September 30, 2005, none of these warrants had been exercised.

                                       10
<PAGE>

     On June 23, 2004, at the Company's Annual Meeting of Stockholders, the
     Company's stockholders approved amendments to the Company's 2001 Incentive
     Plan to increase the number of shares of Common Stock authorized for
     issuance under the Incentive Plan by an additional 4,000,000. The Company's
     stockholders also approved a Certificate of Amendment to the Company's
     Certificate of Incorporation, as amended, to increase the number of
     authorized shares of capital stock from 60,000,000 shares of Common Stock
     and 6,000,000 shares of Preferred Stock to 100,000,000 shares of Common
     Stock and 6,000,000 shares of Preferred Stock. On August 6, 2004, the
     Company filed the Certificate of Amendment to its Certificate of
     Incorporation with the Secretary of State of the State of Delaware.

     On April 19, 2005, the Company completed a private placement of 2,731,705
     shares of common stock and five-year warrants to purchase 1,365,852 shares
     of the Company's common stock for approximately $815,000 in gross proceeds.
     The securities were sold in units, with each unit containing one share of
     common stock and a warrant to purchase one-half of a share of common stock.
     Institutional investors purchased 2,000,000 units at a purchase price per
     unit of $0.25, with the accompanying warrants to purchase 1,000,000 shares
     having an exercise price of $0.35 per share. As of September 30, 2005,
     250,000 of these warrants had been exercised. Certain of the Company's
     executive officers and directors purchased 731,705 units at a per unit
     purchase price of $0.4305, with the accompanying warrants to purchase
     365,852 shares having an exercise price of $0.52 per share. As of September
     30, 2005, none of these warrants had been exercised. The Placement Agent
     for the transaction received a five-year warrant to purchase 50,000 shares
     of the Company's common stock at an exercise price of $0.35 per share. As
     of September 30, 2005, none of these warrants had been exercised.

(7)  COMPREHENSIVE LOSS

     Comprehensive loss is equal to the Company's net loss for the nine months
     ended September 30, 2005 and 2004.

(8)  COSTS ASSOCIATED WITH STAFF REDUCTION AND TRANSITION AGREEMENTS

     As reported on a Current Report on Form 8-K filed on September 7, 2005, the
     Company terminated substantially all its non-management personnel on August
     31, 2005. The costs associated with this staff reduction and related
     expenses were approximately $166,839.

     As reported on a Current Report on Form 8-K filed on September 16, 2005,
     the Company entered into transition agreements with its executive officers
     in September 2005. The transition agreements terminated the existing
     employment and severance agreements between the Company and each executive.
     Pursuant to the terms of the transition agreements, the executives agreed
     that they would remain employed by the Company until November 30, 2005. The
     costs associated with these transition agreements were approximately
     $584,438. These agreements also provide for aggregate payments of
     approximately $75,000 on November 30, 2005.


                                       11
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

NOTE REGARDING FORWARD LOOKING STATEMENTS

     This report and the documents incorporated in this report by reference may
contain "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
statements may be identified by the use of forward-looking words or phrases such
as "anticipate," "believe," "could," "expect," "intend," "look forward," "may,"
"planned," "potential," "should," "will," and "would." These forward-looking
statements reflect our current expectations and are based upon currently
available data. The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for such forward-looking statements. In order to comply with the
terms of the safe harbor, we note that a variety of factors could cause actual
results and experience to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements. These factors
include, but are not limited to: our ability to continue as a going concern; our
history of operating losses and our need for continued working capital; our need
for significant additional product development efforts and additional financing;
technological uncertainty relating to transdermal drug delivery systems; no
assurance of our entering into license or strategic arrangements; the early
stage of development of our proposed products; the lack of success of our prior
development efforts; uncertainties related to clinical trials of our proposed
products; uncertainties relating to government regulation and regulatory
approvals; our dependence on third parties for the FDA application process;
uncertainties regarding market acceptance of our product candidates;
uncertainties regarding the potential health risks of hormone replacement
therapies; our ability to identify and obtain rights to products or technologies
in order to build our portfolio of product candidates; our dependence on third
parties for marketing and distribution; our reliance on key employees; our
limited personnel and our dependence on continued access to scientific talent;
uncertainties relating to competition, patents and proprietary technology; our
dependence on third parties for manufacturing; uncertainties relating to risks
of product liability claims, lack of product liability insurance, and expense
and difficulty of obtaining adequate insurance coverage; uncertainty of
pharmaceutical pricing and related matters; volatility of our stock price; and
our ability to comply with the minimum listing qualifications of The Nasdaq
Capital Market. Additional information on these and other factors which could
affect the Company's actual results and experience are included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2004 and, in
particular, the section entitled "Risk Factors".

     These or other events or circumstances could cause our actual performance
or financial results in future periods to differ materially from those expressed
in the forward-looking statements. We undertake no obligation to make any
revisions to the forward-looking statements contained in this report or the
documents incorporated by reference in this report, or to update the
forward-looking statements to reflect events or circumstances occurring after
the date of this report.

                                       12
<PAGE>

GENERAL

     In recent years, our primary business efforts were directed towards the
development and potential commercialization of topically delivered
pharmaceutical products by employing SEPA (Soft Enhancement of Percutaneous
Absorption), our patented topical drug delivery technology. SEPA enhances the
efficiency and rate of diffusion of drugs into and through the skin. SEPA, when
properly combined with active pharmaceutical ingredients, can provide for a
variety of convenient and easy-to-apply formulations, including creams, gels,
ointments, lacquers and solutions for the treatment of a variety of systemic and
localized conditions. We believe that products incorporating SEPA may allow
selected drugs to be administered more effectively and with improved patient
compliance compared to alternative methods of drug administration, such as
ingestion and injection. Since inception, we have not generated any meaningful
revenues from operations and we have sustained significant operating losses. Our
product candidates are in discovery or developmental stages and must undergo a
rigorous regulatory approval process, which includes costly and extensive
pre-clinical and clinical testing, to demonstrate safety and efficacy before we
can market any resulting product. To date, neither the FDA nor any of its
international equivalents has approved any of our product candidates for
marketing. As of September 30, 2005, we had an accumulated deficit of
approximately $82.0 million. We anticipate that, assuming we are able to
continue as a going concern, we will continue to incur significant losses for
the foreseeable future. We cannot guarantee that we will be successful in
commercializing our products, or that we will ever become profitable.

     On September 7, 2005, we announced that, at the direction of our board of
directors, we were discontinuing all research and product development
activities, and that we had terminated substantially all of our non-management
personnel as of August 31, 2005. In addition, on September 16, 2005, we
announced that the Company had entered into transition agreements with all of
its management personnel. The transition agreements terminated the then existing
employment and severance agreements between the Company and management and
provided that management would remain employed by the Company until November 30,
2005.

     Since that time, we have been in contact with third parties in an attempt
to sell the business or our intellectual property and other operating assets or
to secure financing. As of the date of this report, there is no firm commitment
for a sale or financing transaction. We believe that our cash, cash equivalents
and short-term investments of $1,270,170 at September 30, 2005 are only
sufficient to fund our operations through November 2005, and the expenses in
connection with the termination of our operations. Our ability to continue
operations after November 2005 depends on our ability to arrange additional
funding or to make alternative arrangements to fund our operations. We are
presently in discussions concerning a potential financing transaction. However,
there is currently no firm commitment with respect to any such financing
transaction. We cannot assure that we will be able to consummate a financing
transaction on favorable terms, if at all, that would substantially improve our
liquidity and capital resource position. If we are not successful in arranging
additional financing, or consummating an alternative transaction, on a timely
basis, we will be required to cease operations.

                                       13
<PAGE>

     In addition, the sublease of our office and laboratory space expires on
November 30, 2005. The Company is evaluating potential options to extend its
lease but there can be no assurance that it will be able to obtain an extension
on favorable terms, if at all.

     Our historical results of operations vary significantly and depend, among
other factors, on:

     o  the progress of clinical trials we conduct, if any;

     o  the degree of our research, marketing and administrative efforts;

     o  the signing of licenses and product development agreements; and

     o  the timing of revenues recognized pursuant to license agreements.

     RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
consist of:

     o  salaries and expenses for our research and development personnel;

     o  payments to consultants, investigators, contract research organizations
        and manufacturers in connection with our pre-clinical and clinical
        trials;

     o  costs associated with conducting our clinical trials;

     o  costs of developing and obtaining regulatory approvals; and

     o  allocable costs, including occupancy and depreciation.

     Because a significant portion of our research and development expenses
(including employee payroll and related benefits, laboratory supplies, travel,
dues and subscriptions, temporary help costs, consulting costs and allocable
costs such as occupancy and depreciation) benefit multiple projects or our drug
delivery technologies in general, we do not track these expenses by project. For
the three months ended September 30, 2005, we spent $380,881 on research and
development, all of which was not specifically tracked to a particular project.
For the three months ended September 30, 2004, we spent $1,003,510 on research
and development, including $1,549, $298,779, and $174,574 in costs associated
with clinical trials related to Topiglan, Opterone, and EcoNail, respectively,
and $528,608 in costs not specifically tracked to a particular project. For the
nine months ended September 30, 2005, we spent $2,149,949 on research and
development, including $111,739 and $22,965 in costs associated with clinical
trials for Opterone and EcoNail, respectively, and $2,015,245 in costs not
specifically tracked to a particular project. For the nine months ended
September 30, 2004, we spent $3,509,769 on research and development, including
$387,892, $1,007,142, and $403,547 in costs associated with clinical trials
related to Topiglan, Opterone, and EcoNail, respectively, and $1,711,188 in
costs not specifically tracked to a particular project.

     As of August 31, 2005, we have discontinued our research and development
activities and have focused our efforts on securing additional financing,
selling the business or assets of the Company or engaging in a strategic
transaction. Our previously conducted research and development programs were,


                                       14
<PAGE>

and if we are able to resume our research and development programs in the future
they will be, subject to risks and uncertainties, including the requirement to
seek regulatory approval, that are outside of our control. Moreover, the product
candidates identified in these research and development programs, which
currently are in developmental stages, must overcome significant technological,
manufacturing and marketing challenges before they can be successfully
commercialized.

     MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES. Marketing, general and
administrative expenses consist primarily of salaries and other related costs
for personnel, marketing and promotion, professional fees and facilities costs.

CRITICAL ACCOUNTING POLICIES
----------------------------

     Our discussion and analysis of our financial condition and results of
operations are based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses. Note 1 to our financial statements included within our
Form 10-K for the year ended December 31, 2004 includes a summary of the
significant accounting policies and methods we use in the preparation of our
financial statements. The following is a brief discussion of the more
significant accounting policies and methods that affect the judgments and
estimates used in the preparation of our financial statements.

     BASIS OF ACCOUNTING. Pending the outcome of management's efforts to secure
additional financing and any definitive decision to cease operations and
liquidate, the Company will continue to prepare its financial statements on the
assumption that it will continue as a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Consequently, the financial statements do not include any adjustments
to reflect possible future effects of the recoverability and classification of
assets or the amounts and classification of liabilities that may result if
management and the Board of Directors were to determine that additional
financing was not available on favorable terms, and that the Company should
cease operations and liquidate. In this event, the financial statements would be
prepared and presented on the liquidation basis of accounting, whereby assets
are valued at their estimated net realizable values and liabilities are stated
at their estimated settlement amounts. There can be no assurance that, in the
event of a liquidation, there will be any assets remaining to be distributed to
shareholders.

     RESEARCH AND DEVELOPMENT. Generally, we recognize research and development
funding as revenue at the time the research and development activities are
performed under the terms of the related agreements, when the counterparty is
obligated to pay, and when no future performance obligation exists. We make
estimates of the status of performance with respect to research and development
contracts. In the past, we have found such estimates to be sufficiently accurate
for revenue recognition purposes. We bill research and development revenue on a
cost reimbursement basis, which includes direct costs we incur in connection
with research activities and an allocation of certain other costs we incur.

                                       15
<PAGE>

     PATENT ASSETS. We defer costs and expenses incurred in connection with
pending patent applications. We amortize costs related to successful patent
applications over the estimated useful lives of the patents using the
straight-line method. We charge accumulated patent costs and deferred patent
application costs related to patents that are considered to have limited future
value to operations. Estimates we use to determine the future value of deferred
patent costs include analysis of potential market size, time and cost to
complete clinical trials, anticipated interest in our products and potential
value for licensing or partnering opportunities. We recognize revenues derived
or expected to be derived from the sale, assignment, transfer, or licensing of
patents or other intellectual property over various periods based upon the terms
of the relevant agreement.

RESULTS OF OPERATIONS
---------------------

     We had no revenues for the three-month and nine-month periods ended
September 30, 2005 and September 30, 2004.

     During the three-month period ended September 30, 2005, as a result of the
decision by the Board of Directors of the Company to discontinue all research
and product development activities and to seek to secure additional financing or
sell the business or the Company's assets, management has delayed the start of
new clinical trials and reduced certain general and administrative expenditures
in an effort to minimize cash used in operations.

     For the three-month period ended September 30, 2005, research and
development expenses decreased by $622,629, or 62.0 %, to $380,881 from
$1,003,510 in the three-month period ended September 30, 2004. The decrease is
primarily attributable to a decrease of $563,115 spent on clinical trials and
other miscellaneous savings of approximately $57,382 in the three-month period
ended September 30, 2005 compared with the same three-month period of 2004. For
the nine-month period ended September 30, 2005, research and development
expenses decreased by $1,359,820, or 63.2 %, to $2,149,949 from $3,509,769 in
the nine-month period ended September 30, 2004. The decrease is primarily
attributable to a decrease of $1,309,620 spent on clinical trials in the
nine-month period ended September 30, 2005 compared with the same nine-month
period of 2004.

     For the three-month period ended September 30, 2005, marketing, general and
administrative expenses decreased by $231,340, or 24.8%, to $703,098 from
$934,438 in the three-month period ended September 30, 2004. The decrease is
primarily attributable to a decrease of $138,236 in consulting fees relating to
investor relations and business development, a reduction in salaries of $84,499
and a reduction of other miscellaneous expenses of $90,306 offset by an increase
in legal and audit fees of $83,469 during the three months ended September 30,
2005 compared with the same three-month period of 2004. For the nine-month
period ended September 30, 2005, marketing, general and administrative expenses
decreased by $805,791, or 25.6%, to $2,347,376 from $3,153,167 in the nine-month
period ended September 30, 2004. The decrease is primarily attributable to a
decrease of $290,437 in consulting fees relating to investor relations and
business development, a decrease in travel expenses of $33,605, a reduction of
insurance premiums of $47,588, a reduction in salaries of $291,479 and a
reduction of other miscellaneous expenses of $142,571 during the nine months
ended September 30, 2005 compared with the same nine-month period of 2004.

                                       16
<PAGE>

     Other income decreased by $12,200, or 46.1%, to $14,264 in the three-month
period ended September 30, 2005 from $26,464 in the three-month period ended
September 30, 2004. The decrease is due to lower amounts of cash available for
investing purposes. For the nine-month period ended on September 30, 2005, other
income decreased by $19,630, or 24.7%, to $59,724 from $79,354 in the nine-month
period ended September 30, 2004. The decrease is due to lower amounts of cash
available for investing purposes.

     For the reasons described above and due to the costs incurred as a result
of the staff reduction and transition agreements of $751,277, net loss
decreased by $90,492, or 4.7%, to $1,820,992 in the three-month period ended
September 30, 2005 from $1,911,484 in the three-month period ended September 30,
2004. For the nine-month period net loss decreased by $1,394,704, or 21.0%, to
$5,188,878 in the nine-month period ended September 30, 2005 from $6,583,582 in
the nine-month period ended September 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     GENERAL. We believe that our cash, cash equivalents and short-term
investments of $1,270,170 at September 30, 2005 are only sufficient to fund our
operations through November 2005, and expenses in connection with any eventual
termination of the Company's operations. Our ability to continue operations
after November 2005 depends on our ability to arrange additional funding or to
make alternative arrangements to fund our operations. There can be no assurance
that we will be able to obtain additional financing or to make alternative
arrangements to fund our operations, as there are currently no commitments.

     We are presently in discussions concerning a potential financing
transaction. However, there are currently no commitments with respect to any
such financing transaction. We cannot assure you that we will be able to
consummate a financing transaction on favorable terms, if at all, that would
substantially improve our liquidity and capital resource position. If we are not
successful in arranging additional funding, or consummating an alternative
transaction, on a timely basis, we will be required to cease operations.

     Pending the outcome of management's efforts to secure additional financing
and any definitive decision to cease operations and liquidate, we will continue
to prepare our financial statements on the assumption that we will continue as a
going concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. Consequently, the financial
statements do not include any adjustments to reflect possible future effects of
the recoverability and classification of assets or the amounts and
classification of liabilities that may result if management and the Board of
Directors were to determine that additional financing was not available on
favorable terms, and that the Company should cease operations and liquidate. In
this event, we would need to prepare and present financial statements on the
liquidation basis of accounting, whereby assets are valued at their estimated
net realizable values and liabilities are stated at their estimated settlement
amounts. There can be no assurance that, in the event of a liquidation, there
will be any assets remaining to be distributed to shareholders.

     FUNDING. Since inception, our primary source of funding for our operations
has been the private and public sale of our securities, and, to a lesser extent,
the licensing of our proprietary technology and products, research
collaborations, feasibility studies, government grants and the limited sales of

                                       17
<PAGE>
products and test materials. During the first nine months of 2005, we received
net proceeds of $87,500 from the exercise of warrants and gross proceeds of
$815,000 (before issuance costs) as a result of the sale of our common stock in
a private placement transaction. During the first nine months of 2004, we
received net proceeds from the exercise of warrants of $443,816 and proceeds of
$6,681,274 (net of issuance costs) as a result of the sale of our common stock
in a private placement transaction.

     At September 30, 2005, working capital was approximately $1.2 million,
compared to $7.3 million at December 31, 2004. The decrease in our working
capital reflects the use of funds in operations. On April 19, 2005, the Company
sold 2,731,705 shares of its common stock for gross proceeds of $815,000 in a
private placement to institutional investors and to certain executive officers
and directors of the Company. The institutional investors also received five
year warrants to purchase an aggregate of 1,000,000 shares of common stock at a
purchase price of $0.35 per share and the participating executive officers and
directors of the Company received warrants to purchase an aggregate of 365,852
shares of common stock at a purchase price of $0.52.

     EXPENDITURES. Pursuant to a plan approved by our Board of Directors in
1998, we are authorized to repurchase 1,000,000 shares of our common stock to be
held as treasury shares for future use. During the nine-month period ended
September 30, 2005, we did not repurchase any shares of common stock. At
September 30, 2005, repurchased shares remain available for future use and
679,587 shares remain available for repurchase under the plan.

     Capital and patent expenditures were $119,958 for the first nine months of
2005.

     On July 10, 2003, the Board of Directors approved retention payments for
certain key employees, including certain executive officers, in order to enhance
retention of those employees. Payments of approximately $80,000 were paid on
January 8, 2004 and payments of approximately $153,000 were paid on July 2,
2004.

     NO SPECULATIVE TRADING; NO OFF-BALANCE SHEET TRANSACTIONS; INFLATION. We do
not enter into financial instrument transactions for trading or speculative
purposes. We do not intend to establish any special purpose entity and do not
have any material off balance sheet financing transactions. We do not believe
that inflation has or will have any significant effect on the results of our
operations.

     CONTRACTUAL OBLIGATIONS. The lease of our office and laboratory space
expires on November 30, 2005. The Company is evaluating potential options to
extend its lease but there can be no assurance that it will be able to obtain an
extension on favorable terms, if at all.

     On September 12, 2005 and September 13, 2005, the Company entered into
transition agreements with certain key employees other than Robert J. DeLuccia,
its President and Chief Executive Officer, and on September 16, 2005, the
Company entered into a transition agreement with Mr. DeLuccia. The transition
agreements terminated the existing employment and severance agreements between
the Company and each key employee. The terms of each transition agreement
provide that the employee will remain with the Company as an employee at-will
until November 30, 2005. These agreements provide for aggregate payments of
approximately $75,000 on November 30, 2005.

                                       18
<PAGE>

     NASDAQ LISTING. On October 18, 2004, we received written notice from Nasdaq
that the bid price of our common stock had closed below $1.00 for the prior 30
consecutive business days. In accordance with Marketplace Rule 4310(c)(8), we
had 180 calendar days, or until April 18, 2005, to regain compliance with this
requirement. In order to regain compliance, we had to demonstrate a closing bid
price for our common stock of $1.00 per share or more for a minimum of 10
consecutive business days. We were unable to regain compliance with the $1.00
minimum bid price requirement by April 18, 2005, but Nasdaq granted us an
additional 180 calendar days, or until October 13, 2005, to regain compliance
with the Nasdaq Capital Market's (the Nasdaq SmallCap Market was renamed the
Nasdaq Capital Market effective as of September 27, 2005) $1.00 minimum bid
price requirement in accordance with Marketplace Rule 4310(c)(8)(D). We were
unable to regain compliance with the $1.00 minimum bid price requirement by
October 13, 2005.

     On October 18, 2005, we received a Nasdaq Staff Determination indicating
that the Company did not comply with the minimum bid price requirement for
continued listing set forth in Marketplace Rule 4310(c)(4) and that our
securities are, therefore, subject to delisting from The Nasdaq Capital Market.
The Staff Determination further indicated that the Staff had determined that
MacroChem's securities are also subject to delisting from The Nasdaq Capital
Market under Marketplace Rule 4300.

     We have requested a hearing before a Nasdaq Listing Qualifications Panel to
review the Staff Determination. The hearing request will stay the delisting of
the Company's securities, which will continue trading on The Nasdaq Capital
Market pending the Panel's decision. There can be no assurance that we will be
able to regain compliance with Nasdaq listing requirements nor can there be any
assurance that the Nasdaq Listing Qualifications Panel will grant our request
for continued listing. In addition, we may also decide not to pursue the appeal
and to seek to have our common stock quoted on the Over-The-Counter Market on
the NASD Electronic Bulletin Board.

     If our common stock were delisted from The Nasdaq Capital Market, it may
become eligible thereafter for quotation on the Over-The-Counter Market on the
NASD Electronic Bulletin Board or in the "pink sheets" maintained by the
National Quotation Bureau, Inc., which are generally considered to be less
efficient systems than markets such as Nasdaq or other national exchanges.
Further, for companies whose securities are traded on the Over-The-Counter
Market, it is more difficult to obtain accurate quotations, to obtain coverage
for significant news events because major wire services, including the Dow Jones
News Service, generally do not publish press releases about these companies, and
to obtain needed capital.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

     As of September 30, 2005, we are exposed to market risks which relate
primarily to changes in U.S. interest rates. Our cash equivalents and short-term
investments are subject to interest rate risk and will decline in value if
interest rates increase. Due to the short duration of these financial
instruments, generally one year or less, changes in interest rates would not
have a material effect upon our financial position. A hypothetical 10% change in
interest rates would not have a material effect on our Statement of Operations
or Cash Flows for the nine months ended September 30, 2005.

                                       19
<PAGE>

ITEM 4.  CONTROL AND PROCEDURES

     As of the end of the period covered by this report, we carried out a
review, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures (as defined in the SEC
rules promulgated under the Securities Exchange Act of 1934, as amended), which
are designed to ensure that information required to be disclosed in our
Securities and Exchange Commission reports is properly and timely recorded,
processed, summarized and reported. Based upon that review, our Chief Executive
Officer and Chief Financial Officer concluded that these controls and procedures
are operating in an effective manner as of September 30, 2005.

     There were no changes in our internal control over financial reporting that
occurred during the quarter ended September 30, 2005 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.


                                       20
<PAGE>

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS.

The following is a list of exhibits to this Quarterly Report on Form 10-Q:

     3.1 Certificate of Incorporation as amended, incorporated by reference to
     Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 2004 (File No. 0-13634).

     3.2 Amended and Restated By-Laws of the Company, incorporated by reference
     to Exhibit 5 to the Company's Current Report on Form 8-K dated August 13,
     1999 (File No. 0-13634).

     10.1 Sublease Agreement, dated as of August 31, 2005, by and between
     MacroChem Corporation and ActivBiotics, Inc., incorporated by reference to
     Exhibit 10.1 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     10.2 Transition Agreement, dated as of September 12, 2005, by and between
     MacroChem Corporation and Bernard R. Patriacca, incorporated by reference
     to Exhibit 10.2 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     10.3 Transition Agreement, dated as of September 13, 2005, by and between
     MacroChem Corporation and Thomas C. K. Chan, incorporated by reference to
     Exhibit 10.3 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     10.4 Transition Agreement, dated as of September 12, 2005, by and between
     MacroChem Corporation and Melvin A. Snyder, incorporated by reference to
     Exhibit 10.4 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     10.5 Transition Agreement, dated as of September 12, 2005, by and between
     MacroChem Corporation and Glenn E. Deegan, incorporated by reference to
     Exhibit 10.5 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     10.6 Transition Agreement, dated as of September 16, 2005, by and between
     MacroChem Corporation and Robert J. DeLuccia, incorporated by reference to
     Exhibit 10.6 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     31.1 Certification of Principal Executive Officer Pursuant to Section 302
     of the Sarbanes-Oxley Act of 2002.

                                       21
<PAGE>

     31.2 Certification of Principal Financial Officer Pursuant to Section 302
     of the Sarbanes-Oxley Act of 2002.

     32.1 Certification of Principal Executive Officer Pursuant to Section 1350,
     Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.

     32.2 Certification of Principal Financial Officer Pursuant to Section 1350,
     Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.


                                       22
<PAGE>

                                   SIGNATURES


Pursuant to the requirements 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.


                                           MacroChem Corporation
                                           (Registrant)



November 14, 2005                          /s/  Robert J. DeLuccia
                                           -------------------------------------
                                           Robert J. DeLuccia
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

                                           /s/  Bernard R. Patriacca
                                           -------------------------------------
                                           Bernard R. Patriacca
                                           Vice President, Chief Financial
                                           Officer and Treasurer
                                           (Principal Financial Officer)


                                       23
<PAGE>

                                  EXHIBIT INDEX


The following is a list of exhibits to this Quarterly Report on Form 10-Q:

     3.1 Certificate of Incorporation as amended, incorporated by reference to
     Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 2004 (File No. 0-13634).

     3.2 Amended and Restated By-Laws of the Company, incorporated by reference
     to Exhibit 5 to the Company's Current Report on Form 8-K dated August 13,
     1999 (File No. 0-13634).

     10.1 Sublease Agreement, dated as of August 31, 2005, by and between
     MacroChem Corporation and ActivBiotics, Inc., incorporated by reference to
     Exhibit 10.1 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     10.2 Transition Agreement, dated as of September 12, 2005, by and between
     MacroChem Corporation and Bernard R. Patriacca, incorporated by reference
     to Exhibit 10.2 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     10.3 Transition Agreement, dated as of September 13, 2005, by and between
     MacroChem Corporation and Thomas C. K. Chan, incorporated by reference to
     Exhibit 10.3 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     10.4 Transition Agreement, dated as of September 12, 2005, by and between
     MacroChem Corporation and Melvin A. Snyder, incorporated by reference to
     Exhibit 10.4 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     10.5 Transition Agreement, dated as of September 12, 2005, by and between
     MacroChem Corporation and Glenn E. Deegan, incorporated by reference to
     Exhibit 10.5 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     10.6 Transition Agreement, dated as of September 16, 2005, by and between
     MacroChem Corporation and Robert J. DeLuccia, incorporated by reference to
     Exhibit 10.6 to the Company's Current Report on Form 8-K dated September
     16, 2005 (File No. 0-13634).

     31.1 Certification of Principal Executive Officer Pursuant to Section 302
     of the Sarbanes-Oxley Act of 2002.

     31.2 Certification of Principal Financial Officer Pursuant to Section 302
     of the Sarbanes-Oxley Act of 2002.

                                       24
<PAGE>

     32.1 Certification of Principal Executive Officer Pursuant to Section 1350,
     Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.

     32.2 Certification of Principal Financial Officer Pursuant to Section 1350,
     Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.


                                       25