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 March 31, 2002

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

        Class                                     Outstanding at April 30, 2002:
----------------------------                      ------------------------------
Common Stock, $.01 par value                                27,920,137

<PAGE>

                             MACROCHEM CORPORATION

                               INDEX TO FORM 10-Q
                               ------------------


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

Item 1    Unaudited Financial Statements

               Condensed Balance Sheets
               March 31, 2002 and December 31, 2001                       3

               Condensed Statements of Operations for the
               Three months Ended March 31, 2002 and 2001                 4

               Condensed Statements of Cash Flows for the
               Three Months Ended March 31, 2002 and 2001                 5

               Notes to Unaudited Condensed Financial
               Statements                                                 6-9


Item 2     Management's Discussion and Analysis of
           Financial Condition and Results of Operations                  9-12

Item 3     Quantitative and Qualitative Disclosures About Market Risk     12


PART II    OTHER INFORMATION

Item 6     Exhibits and Reports on Form 8-K                               13

SIGNATURES                                                                14


                                       2
<PAGE>


Item 1. Financial Statements
<TABLE>
<CAPTION>
                             MACROCHEM CORPORATION
                            CONDENSED BALANCE SHEETS
                                  (Unaudited)
                    (Amounts in thousands except share data)

                                                    March 31,       December 31,
                                                      2002             2001
                                                    ---------       ------------

                                     ASSETS
<S>                                               <C>              <C>
Current assets:
     Cash and cash equivalents                    $        343     $        697
     Short-term investments                             13,998           15,833
     Accounts receivable                                   ---              375
     Receivable due from related party                      25               24
     Prepaid expenses and other current assets             448              171
                                                  ------------     ------------
          Total current assets                          14,814           17,100
                                                  ------------     ------------

Property and equipment, net                                503              530
                                                  ------------     ------------

Other assets:
     Patents, net                                          629              599
     Deposits                                               29               29
                                                  ------------     ------------
          Total other assets                               658              628
                                                  ------------     ------------

Total assets                                      $     15,975     $     18,258
                                                  ============     ============

                                  LIABILITIES
Current liabilities:
     Accounts payable                             $         80     $          5
     Accrued expenses                                    1,017            1,355
                                                  ------------     ------------
          Total current liabilities                      1,097            1,360

Deferred rent                                               50               49

Total liabilities                                        1,147            1,409
                                                  ------------     ------------

Commitments and contingencies


                              STOCKHOLDERS' EQUITY
Preferred stock, authorized and unissued,
     6,000,000 shares                                      ---              ---
Common stock, $.01 par value, 60,000,000 shares
     authorized; 28,163,054 and 28,158,054 shares
     issued at March 31, 2002 and December 31, 2001,
     respectively                                          282              282
Additional paid-in capital                              73,099           73,020
Accumulated deficit                                    (57,578)         (55,374)
Unearned compensation                                      (17)             (71)
Less treasury stock, at cost, 242,917 and 253,346
     shares at March 31, 2002 and December 31,
     2001, respectively                                   (958)          (1,008)
                                                  ------------     ------------
          Total stockholders' equity                    14,828           16,849
                                                  ------------     ------------
Total liabilities and stockholders' equity        $     15,975     $     18,258
                                                  ============     ============
</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 months ended March 31, 2002 and 2001
                                  (Unaudited)
             (Amounts in thousands except share and per share data)

                                            For the three months ended March 31,
                                            ------------------------------------
                                                   2002            2001
                                                   ----            ----
<S>                                               <C>              <C>
Research contract revenues                        $         43     $        ---
                                                  ------------     ------------


Operating expenses:
     Research and development                            1,235            2,544
     Marketing, general and administrative               1,064              775
     Consulting fees with related parties                   15               16
                                                  ------------     ------------
          Total operating expenses                       2,314            3,335
                                                  ------------     ------------

Loss from operations                                    (2,271)          (3,335)
                                                  ------------     ------------

Other income (expense):
     Interest income                                        67              154
                                                  ------------     ------------
          Total other income                                67              154
                                                  ------------     ------------

Net loss                                          $     (2,204)    $     (3,181)
                                                  ============     ============

Net loss per share -
     basic and diluted                            $      (0.08)    $      (0.13)
                                                  ============     ============

Weighted average shares                             27,908,000       24,454,000
outstanding (basic and diluted)
</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 three months ended March 31, 2002 and 2001
                                  (Unaudited)
                             (Amounts in thousands)

                                            For the three months ended March 31,
                                            ------------------------------------
                                                     2002           2001
                                                     ----           ----
<S>                                               <C>              <C>
Cash flows from operating activities:
   Net loss                                       $     (2,204)    $     (3,181)
   Adjustments to reconcile net loss to net
      cash used by operating activities:
      Depreciation and amortization                         55               40
      Stock-based compensation                             150               64
      401(k) contribution in Company common stock           33               21
      Deferred rent                                          1                5
   Changes in assets and liabilities:
      Accounts receivable                                  375               31
      Prepaid expenses and other current assets           (278)            (137)
      Accounts payable and accrued expenses               (263)             533
                                                  ------------     ------------


Net cash used by operating activities                   (2,131)          (2,623)
                                                  ------------     ------------

Cash flows from investing activities:
   Sales of short-term investments                       1,835            2,265
   Expenditures for property and equipment                 (20)             (21)
   Additions to patents                                    (38)             (18)
                                                  ------------     ------------
Net cash provided by investing activities                1,777            2,226
                                                  ------------     ------------

Cash flows from financing activities:
   Proceeds from exercise of common stock options          ---              180
                                                  ------------     ------------
Net cash provided by financing activities                  ---              180
                                                  ------------     ------------

Net change in cash and cash equivalents                   (354)            (217)
Cash and cash equivalents at beginning of period           697              589
                                                  ------------     ------------

Cash and cash equivalents at end of period        $        343     $        372
                                                  ============     ============

</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
    ---------------------

     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 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 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, 2001.

     The results disclosed in the Statement of Operations for the three months
     ended March 31, 2002 are not necessarily indicative of the results to be
     expected for the full year.

     MacroChem is a biopharmaceutical company engaged in the development and
     commercialization of a portfolio of products through the application of
     SEPA(R) (Soft Enhancer of Percutaneous Absorption), its patented topical
     drug delivery technology.

(2)  REVENUE RECOGNITION
     -------------------

     Research contract revenues consist of non-refundable research and
     development funding under collaborative agreements with various corporate
     or government organizations. Research and development funding is generally
     recognized as revenue at the time the research and development activities
     are performed under the terms of the related agreements, when the corporate
     partner is obligated to pay and when no future performance obligations
     exist. Payments received in advance of services provided result in the
     deferral of revenue recognition to future periods.


                                       6
<PAGE>


(3)  BASIC AND DILUTED LOSS PER SHARE
     --------------------------------
<TABLE>
<CAPTION>
     The following table sets forth the computation of basic and diluted loss
     per share:

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        2002           2001
                                                        ----           ----
     <S>                                           <C>             <C>
     Numerator for basic and diluted
     loss per share:
        Net loss                                   $ (2,204,000)   $ (3,181,000)
                                                   ============    ============

     Denominator for basic
     and diluted loss per share:
        Weighted average shares
           outstanding                               27,908,000      24,454,000
                                                   ============    ============

     Net loss per share - basic and
     diluted                                       $      (0.08)   $      (0.13)
                                                   ============    ============
</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 three months ended March 31, 2002 and 2001 were 4,772,575 and 5,680,366
     respectively.

(4)  STOCKHOLDERS' EQUITY
     --------------------

     During the three months ended March 31, 2002, no options were granted under
     the 2001 Incentive Plan (the "Plan"). No options were exercised during the
     same period. Outright grants of 1,000 shares were issued under the Plan,
     during that period to each non-employee member of the Board of Directors
     for services rendered from July through December 2001. Also during the same
     period, 7,100 options were canceled under the Plan.

     Under the 1994 Equity Incentive Plan (the "1994 Plan"), no shares were
     exercised during the three-month period ended March 31, 2002. During the
     same period, 11,000 options were canceled under the 1994 Plan.

     During the three months ended March 31, 2002, no options were exercised
     under the 1984 Non Qualified Plan (the "1984 Plan").

     Warrants to purchase common stock were issued in connection with an October
     2000 private placement to two institutional investors. The warrants issued
     consist of warrants to purchase an aggregate of 363,322 shares of common
     stock at a purchase price of $5.90 per share for five years. Through March
     31, 2002, none of the $5.90 warrants had been exercised. Additionally, each
     investor received a warrant to purchase additional shares of common stock
     at a purchase price of $.01 per share exercisable only upon certain
     conditions relating to the trading price of common stock during the period
     following the effectiveness of the related registration statement. A total


                                       7
<PAGE>

     of 880,314 of the $.01 warrants were exercised. There are no further
     exercises available under these $.01 warrants. The placement agent received
     a warrant to purchase 108,999 shares of common stock at a purchase price of
     $7.43 for five years. Through March 31, 2002, 50,000 of the $7.43 warrants
     had been exercised. None were exercised in the three months ended March 31,
     2002.

     In July 2001, the Company sold 1,566,047 shares of its common stock for
     approximately $10,148,000 in gross proceeds ($9,406,000 net of issuance
     costs) in a private placement to institutional investors.

     The investors in the July 2001 transaction also received warrants to
     purchase an aggregate of 313,209 shares of common stock at a purchase price
     of $8.995 per share. 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 March 31, 2002, none of the $8.995 warrants had been exercised.

(5)  COMPREHENSIVE INCOME
     --------------------

     The Company reports comprehensive income in accordance with Statement of
     Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
     Income", which requires businesses to disclose comprehensive income and its
     components in their general-purpose financial statements. Comprehensive
     income (loss) is equal to the Company's net loss for the three months ended
     March 31, 2002 and 2001.

(6)  RECENT ACCOUNTING PRONOUNCEMENTS
     --------------------------------

     In June 2001, the Financial Accounting Standards Board ("FASB") issued two
     new pronouncements: Statement of Financial Accounting Standards ("SFAS")
     No. 141, Business Combinations ("SFAS No. 141"), and SFAS No. 142, Goodwill
     and Other Intangible Assets ("SFAS No. 142"). SFAS No. 141 is effective as
     follows: a) use of the pooling-of-interest method is prohibited for
     business combinations initiated after June 30, 2001; and b) the provisions
     of SFAS No. 141 also apply to all business combinations accounted for by
     the purchase method that are completed after June 30, 2001 (that is, the
     date of acquisition is July 2001 or later). SFAS No. 142 is effective for
     fiscal years beginning after December 15, 2001 to all goodwill and other
     intangible assets recognized in an entity's statement of financial position
     at that date, regardless of when those assets were initially recognized.
     SFAS No. 142 requires that upon adoption, amortization of goodwill and
     other intangible assets with indefinite useful lives will cease and
     instead, the carrying value of these assets will be evaluated for
     impairment on an annual basis. On January 1, 2002, the Company adopted
     these statements, which had no effect on the Company's financial position
     or results of operations.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"), which
     addresses financial accounting and reporting for the impairment or disposal
     of long-lived assets. This Statement supercedes SFAS No. 121, and the
     accounting and reporting provisions of APB 30, for the disposal of a
     segment of a business. The provisions of SFAS No. 144 were required to be
     adopted by the Company effective January 1, 2002. On January 1, 2002, the


                                       8
<PAGE>

     Company adopted this statement, which had no effect on the Company's
     financial position or results of operations.

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

GENERAL
-------

MacroChem's primary business is the development of pharmaceutical products for
commercialization by employing SEPA(R) (Soft Enhancer of Percutaneous
Absorption), its patented drug delivery technology. SEPA compounds, when
properly combined with drugs, provide pharmaceutical formulations (creams, gels,
lacquers, solutions, etc.) that enhance the transdermal delivery of drugs into
the skin or into the bloodstream. The Company currently derives no significant
revenue from product sales, royalties or license fees. The Company is developing
specific SEPA formulations for use with proprietary and non-proprietary drugs
manufactured by other pharmaceutical companies, and to commercialize these
products through the formation of partnerships, strategic alliances and
licensing arrangements with those companies. In order to attract strategic,
development or marketing partners, the Company is conducting clinical testing of
certain SEPA-enhanced drugs.

The Company's results of operations can vary significantly from year to year and
quarter to quarter, and depend, among other factors, on the signing of new
licenses and product development agreements, the timing of revenues recognized
pursuant to license agreements, the achievement of milestones by licensees, the
progress of clinical trials conducted by licensees and the Company, and the
degree of research, marketing and administrative effort. The timing of the
Company's revenues may not match the timing of the Company's associated product
development expenses. To date, research and development expenses have generally
exceeded revenues in any particular period and/or fiscal year.

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

Note 1 of the consolidated financial statements included within the Company's
Form 10-K for the year ended December 31, 2001, includes a summary of the
significant accounting policies and methods used in the preparation of our
consolidated financial statements. The following is a brief discussion of the
more significant accounting policies and methods used by us.

The Company's discussion and analysis of its financial condition and results of
operations are based upon 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 the Company to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses.

The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its financial
statements. As more fully described in the notes to the consolidated financial
statements included in the Form 10-K for the year ended December 31, 2001, we
derive revenue from research and co-development programs. Research and
development funding is generally recognized as revenue at the time the research
and development activities are performed under the terms of the related


                                       9
<PAGE>

agreements, when the counter-party is obligated to pay, and when no future
performance obligation exists. Research and co-development revenue is billed on
a cost reimbursement basis, which includes direct costs incurred in connection
with research activities and an allocation of certain other costs incurred by
the Company. Research and development costs are charged to operations as
incurred. Costs and expenses incurred in connection with pending patent
applications are deferred. Costs related to successful patent applications are
amortized over the estimated useful lives of the patents using the straight-line
method. Accumulated costs related to patents or deferred patent application
costs that are considered to have limited future value are charged to
operations.

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

Revenues, consisting of research contract revenues, increased $43,000 in the
three-month period ended March 31, 2002. The increase in revenues during the
three-month period ended March 31, 2002 is the result of the Company obtaining a
small business grant in September of 2001, funded by the Department of Health
and Human Services.

Research and development expenses decreased $1,309,000, or 51%, to $1,235,000 in
the three-month period ended March 31, 2002 from $2,544,000 in the three-month
period ended March 31, 2001. This decrease in the three-month period is
primarily attributable to a higher volume of Topiglan Phase III clinical trial
studies being performed during the first quarter of 2001. The level of research
and development expenses is highly dependent on the timing and extent of new and
ongoing clinical trials.

Marketing, general and administrative expenses increased $289,000, or 37%, to
$1,064,000 in the three months ended March 31, 2002 from $775,000 in the
three-month period ended March 31, 2001. The increase in the three-month period
is primarily attributable to salary increases, additional personnel, including
an in-house legal counsel and administrative assistant, and an increase in
related personnel expenses, offset by a decrease in fees paid for financial
advisory services and legal fees. We anticipate no significant incremental
increases in marketing, general and administrative expenses for the next three
quarters.

Other income decreased $87,000, or 56%, to $67,000 in the three-month period
ended March 31, 2002 from $154,000 in the three-month period ended March 31,
2001. The decrease in the three-month period is due to an average lower invested
balance of cash and cash equivalents resulting from funds used in Company
operations and a decrease in overall return rates.

For the reasons described above, net loss decreased $977,000, or 31%, to
$2,204,000 in the three-month period ended March 31, 2002 from $3,181,000 in the
three-month period ended March 31, 2001.

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

Since inception, the primary source of funding for the Company's operations has
been the private and public sale of its securities, and to a lesser extent, the
licensing of its proprietary technology and products, government grants and the
limited sales of products and test materials. During the first three months of
2002, the Company did not receive any net proceeds from the exercise of stock
options and warrants compared to approximately $180,000 from the exercise of
stock options for the three months ended March 31, 2001.


                                       10
<PAGE>

At March 31, 2002, working capital was approximately $13,700,000, compared to
$15,700,000 at December 31, 2001. The decrease in the Company's working capital
was due primarily to funds used for operations and resulted in a lower balance
of cash and equivalents and short term investments. Until such time as the
Company obtains agreements with third-party licensees or partners to provide
funding for the Company's anticipated business activities or the Company is able
to obtain additional funds through the private or public sale of its securities,
the Company's working capital will be utilized primarily to fund its operating
activities.

Capital expenditures and additional patent development costs for the three
months ended March 31, 2002 were approximately $58,000. The Company anticipates
additional capital expenditures of approximately $200,000 for the remainder of
the current year.

The Company's long term capital requirements will depend upon numerous factors,
including the progress of the Company's research and development programs; the
resources that the Company devotes to self-funded clinical testing of
SEPA-enhanced compounds, proprietary manufacturing methods and advanced
technologies; the ability of the Company to enter into licensing arrangements or
other strategic alliances; the ability of the Company to manufacture products
under those arrangements and the demand for its products or the products of its
licensees or strategic partners if and when approved for sale by regulatory
authorities. In any event, substantial additional funds may be required before
the Company is able to generate revenues sufficient to support its operations.
There is no assurance that the Company will be able to obtain such additional
funds on favorable terms, if at all. The Company's inability to raise sufficient
funds could require it to delay, scale back or eliminate certain research and
development programs. The Company believes that its existing cash, cash
equivalents and short term investments will be sufficient to meet its operating
expenses and capital expenditure requirements for at least the next twelve
months. The Company's cash requirements may vary materially from those now
planned because of changes in focus and direction of the Company's research and
development programs, competitive and technical advances, patent developments or
other developments. It is not believed that inflation will have any significant
effect on the results of the Company's operations.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

In June 2001, the Financial Accounting Standards Board ("FASB") issued two new
pronouncements: Statement of Financial Accounting Standards ("SFAS") No. 141,
Business Combinations ("SFAS No. 141"), and SFAS No. 142, Goodwill and Other
Intangible Assets ("SFAS No. 142"). SFAS No. 141 is effective as follows: a) use
of the pooling-of-interest method is prohibited for business combinations
initiated after June 30, 2001; and b) the provisions of SFAS No. 141 also apply
to all business combinations accounted for by the purchase method that are
completed after June 30, 2001 (that is, the date of acquisition is July 2001 or
later). SFAS No. 142 is effective for fiscal years beginning after December 15,
2001 to all goodwill and other intangible assets recognized in an entity's
statement of financial position at that date, regardless of when those assets
were initially recognized. SFAS No. 142 requires that upon adoption,
amortization of goodwill and other intangible assets with indefinite useful
lives will cease and instead, the carrying value of these assets will be
evaluated for impairment on an annual basis. On January 1, 2002, the Company
adopted these statements, which had no effect on the Company's financial
position or results of operations.


                                       11
<PAGE>

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS No. 144"), which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This Statement supercedes SFAS No. 121, and the accounting and reporting
provisions of APB 30, for the disposal of a segment of a business. The
provisions of SFAS No. 144 were required to be adopted by the Company effective
January 1, 2002. On January 1, 2002, the Company adopted this statement, which
had no effect on the Company's financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

As of March 31, 2002, the Company is exposed to market risks which relate
primarily to changes in U.S. interest rates. The Company's 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 to interest rates would not
have a material effect upon the Company's 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 three months ending March 31, 2002.

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THE
RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS IN THIS REPORT AND IN
FORWARD-LOOKING STATEMENTS MADE FROM TIME TO TIME BY THE COMPANY ON THE BASIS OF
MANAGEMENT'S THEN-CURRENT EXPECTATIONS. FACTORS THAT MIGHT CAUSE SUCH A
DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO THE FOLLOWING: THE COMPANY'S HISTORY
OF OPERATING LOSSES AND NEED FOR CONTINUED WORKING CAPITAL; TECHNOLOGICAL
UNCERTAINTY RELATING TO TRANSDERMAL DRUG DELIVERY SYSTEMS AND THE EARLY STAGE OF
DEVELOPMENT OF THE COMPANY'S PROPOSED PRODUCTS; THE COMPANY'S NEED FOR
SIGNIFICANT ADDITIONAL PRODUCT DEVELOPMENT EFFORTS AND ADDITIONAL FINANCING;
UNCERTAINTIES RELATED TO CLINICAL TRIALS OF THE COMPANY'S PROPOSED PRODUCTS; THE
COMPANY'S DEPENDENCE ON THIRD PARTIES FOR COMMERCIALIZATION; NO ASSURANCE OF
LICENSE ARRANGEMENTS; THE LACK OF SUCCESS OF THE COMPANY'S PRIOR DEVELOPMENT
EFFORTS; UNCERTAINTIES RELATING TO GOVERNMENT REGULATION AND REGULATORY
APPROVALS; THE COMPANY'S DEPENDENCE ON THIRD PARTIES FOR THE FDA APPLICATION
PROCESS; THE COMPANY'S LACK OF EXPERIENCED MARKETING PERSONNEL AND DEPENDENCE ON
THIRD PARTIES FOR MARKETING AND DISTRIBUTION; THE COMPANY'S DEPENDENCE ON THIRD
PARTIES FOR MANUFACTURING; THE COMPANY'S RELIANCE ON KEY EMPLOYEES, THE LIMITED
PERSONNEL OF THE COMPANY AND ITS DEPENDENCE ON ACCESS TO SCIENTIFIC TALENT;
UNCERTAINTIES RELATING TO COMPETITION, PATENTS AND PROPRIETARY TECHNOLOGY;
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; AND OTHER
FACTORS. 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, 2001 AND, IN PARTICULAR, THE
SECTION ENTITLED "RISK FACTORS".


                                       12
<PAGE>

PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        (a)     The following exhibits are filed herewith:

                None.

        (b)     No reports on Form 8-K were filed during the quarter for which
                this report is filed.


                                       13
<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)



May 15, 2002                                    /s/ Robert Palmisano
                                                --------------------------------
                                                Robert Palmisano
                                                President and Chief Executive
                                                Officer
                                                (Principal Executive Officer)

                                                /s/ Bernard Patriacca
                                                --------------------------------
                                                Bernard Patriacca
                                                Chief Financial Officer
                                                (Principal Financial Officer)



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