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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                 Amendment No. 1

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

For the quarterly period ended January 31, 2001

[ ] TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934.

For the transition period from                      to                      .
                              ---------------------    ---------------------

                         COMMISSION FILE NUMBER: 0-25169

                        GENEREX BIOTECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                         82-0490211
---------------------------                    ---------------------------------
(State of other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                           33 HARBOR SQUARE, SUITE 202
                                TORONTO, ONTARIO
                                 CANADA M5J 2G2
                    (Address of principal executive offices)

                                  416/364-2551
              (Registrant's telephone number, including area code)

                                 Not applicable
--------------------------------------------------------------------------------
               (Former name, former address and former fiscal year
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
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. [X] Yes [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of outstanding shares of the registrant's Common Stock, par value
$.001, was 19,181,018 as of January 31, 2001.


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         By this amendment, we hereby correct pages 14 and 15 of our Report on
Form 10-Q for the fiscal quarter ended January 31, 2001, and, in particular, the
descriptions set forth therein of our conditional right to require Elan
International Services, Ltd. ("EIS") to purchase an additional $1,000,000 of our
Common Stock in the future. The following restates pages 14 and 15 of our Report
on Form 10-Q for the fiscal quarter ended January 31, 2001 in their entirety.







































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         In connection with the joint venture, EIS purchased 1,000 shares of a
new series of our preferred stock, designated as Series A Preferred Stock, for
$12,015,000. We applied the proceeds from the sale of the Series A Preferred
Stock to subscribe for an 80.1% equity ownership interest in Generex (Bermuda),
Ltd. EIS paid in capital of $2,985,000 to subscribe for a 19.9% equity interest
in Generex (Bermuda), Ltd. While we initially own 80.1% of the joint venture
entity, EIS has the right, subject to certain conditions, to increase its
ownership up to 50% by exchanging the Series A Preferred Stock for 30.1% of our
interest in the joint venture entity.

         Generex (Bermuda), Ltd. was granted non-exclusive licenses to utilize
our buccal delivery technology and certain Elan drug delivery technologies.
Using the funds from its initial capitalization, Generex (Bermuda), Ltd. paid a
non-refundable license fee of $15,000,000 to Elan in consideration for being
granted the rights to utilize the Elan drug delivery technologies.

         EIS also purchased 344,116 shares of our Common Stock for $5,000,000.
We may use the proceeds of this sale for any corporate purpose. If the joint
venture achieves certain milestones, we may require EIS to purchase an
additional $1,000,000 of our Common Stock at a 30% premium to the then
prevailing fair market value of our Common Stock.

         Our buccal delivery technology is a platform technology that we believe
has application to a significant number of large molecule drugs in addition to
insulin. During our current fiscal year, we expect to begin development of
additional products based on this technology that are not covered by the Lilly
Agreement or the joint venture with Elan.

Results of Operations

         We have been in the development stage since inception and have not
generated any substantial operating revenues to date, other than $1,000,000 in
revenues received in connection with the Lilly Agreement.

         Our net loss for the quarter ended January 31, 2001, was $14,205,305,
versus $2,878,873 for the corresponding quarter of the prior fiscal year. The
increase is attributable to the accounting treatment for our joint venture with
Elan, which resulted in a $15,000,000 research and development expense for the
license fee paid by Generex (Bermuda), Ltd. to Elan for technology rights that
was partially offset by $2,985,000 of minority interest (reflecting Elan's 19.9%
ownership of the joint venture entity). Excluding the costs associated with the
license fee, our net loss quarter to quarter would have decreased, reflecting
slightly lower operating expenses and increased interest income (due to higher
cash and short term investment balances).

         Our net loss for the six months ended January 31, 2001, was
$15,349,512, versus $3,997,645 for the corresponding period of the prior fiscal
year. As with the quarterly period, the increased net loss for the six month
period is attributable to the accounting treatment of our joint venture with
Elan. Excluding the costs associated with the license fee, our net loss period
to period would have decreased significantly, reflecting the $1,000,000 in
revenues received during the period in connection with the Lilly Agreement and
increased interest income partially offset by increased research and development
expenses (including expenditures related to clinical development and costs
related to the construction and set up of a pilot manufacturing facility) and
increased general and administrative expenses (including additional expenses
associated with management of clinical development, legal and professional
services, and increased investor relations activities).


                                       14
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Financial Condition, Liquidity and Resources

         To date we have financed our development stage activities primarily
through private placements of Common Stock and contract research and milestone
payments. At January 31, 2001, we had cash and short term investments (primarily
notes of United States corporations) of approximately $31.92 million. At July
31, 2000, our cash and short term investments were approximately $7.17 million.
The increase in our cash and short term investments was primarily the result of
additional equity capital of approximately $22 million (net of financing costs
of approximately $1.66 million) from the October 2000 sale of 2,151,093 units of
our securities for cash at a price of $11.00 per unit, and $5 million from the
January 2000 sale to EIS of 344,116 shares of our Common Stock for cash at a
price of $14.529 per share.

         The only impact of the joint venture with Elan on our financial
condition and liquidity was the $5 million of additional equity capital. Our
cash position was not affected by the expenditure of $12,015,000 received as
proceeds from the sale of 1,000 shares of our Series A Preferred Stock to EIS to
subscribe for an 80.1% equity interest in Generex (Bermuda), Ltd.

         We believe that our cash on hand is sufficient to fund our operations
and capital expenditures for the current fiscal year and well into the next
fiscal year. Beyond that, we may require additional funds to support certain
clinical trials of our oral insulin formulation in Canada (for which we have
retained responsibility, subject to certain reimbursement rights, under the
Lilly Agreement), to fund our share of research and development expenses related
to our joint venture with Elan, and to fund other research and development
activities and general and administrative expenses. If we were unable to raise
additional capital as needed, we could be required to "scale back" or otherwise
revise our business plans. Any significant scale back of operations or
modification of our business plans due to a lack of funding could be expected to
materially and adversely affect our prospects.

         In the past we have funded most of our development and other costs with
equity financing. While we have been able to raise equity capital as required,
unforeseen problems with our clinical program or materially negative
developments in general economic conditions could interfere with our ability to
raise additional equity capital as needed, or materially adversely affect the
terms upon which such capital is available. We presently have a $50 million
equity "draw down" commitment from an investor pursuant to which, subject to
certain limitations and the satisfaction of certain conditions, we have the
right to require the investor to purchase up to $50 million of our Common Stock
at a 10% discount to the then current market price of the Common Stock. We do
not presently have any plans to utilize the equity "draw down" commitment in the
foreseeable future. We also have the right to require EIS to purchase $1 million
of our Common Stock, if the joint venture achieves certain milestones, at a 30%
premium to the then prevailing fair market value of our Common Stock. We do not
presently anticipate that the conditions that would entitle us to exercise this
discretionary right will be satisfied until at least the end of the next fiscal
year or beyond.

Transactions with Affiliates

         Prior to January 1, 1999, a portion of our general and administrative
expenses resulted from transactions with affiliated persons, and a number of
capital transactions also involved affiliated persons. Although these
transactions were not the result of "arms-length" negotiations, we do not
believe that this fact had a material impact on our results of operations or


                                       15
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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, we
have duly caused this report to be signed on our behalf by the undersigned.

DATE:  March 20, 2001

                                        GENEREX BIOTECHNOLOGY CORPORATION


                                        By: /s/ E. Mark Perri
                                            ------------------------------------
                                            E. Mark Perri
                                            Chairman and Chief Financial Officer