POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing

As Filed with the Securities and Exchange Commission on June 23, 2000
Registration No. 333-39330



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

POST-EFFECTIVE AMENDMENT No. 1
TO FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ACCESS PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)


Delaware 3841
- ------------------------------ ---------------------------
(State or Other Jurisdiction (Primary Standard Industrial
of Incorporation or Organization) Classification Code Number)

83-0221517
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(I.R.S. Employer
Identification No.)

2600 Stemmons Freeway, Suite 176
Dallas, Texas 75207 (214) 905-5100

- ----------------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)


Kerry P. Gray
President and Chief Executive Officer
Access Pharmaceuticals, Inc.
2600 Stemmons Freeway, Suite 176
Dallas, Texas 75207
(214) 905-5100
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(Name, address, including zip code, and
telephone number, including area code, of agent for service)

with copies to:

John J. Concannon III
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
(617) 951-8000

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement is declared effective.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /x/ 333-37786

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /




This Post-Effective Amendment to the Registration Statement on Form S-3
is being filed to include the Consent of Independent Certified Public
Accountants, Independent Auditors' Consent and Consent of Independent
Auditors as Exhibit 23(b), Exhibit 23(c) and Exhibit 23(d), respectively,
which were inadvertently not filed with the initial filing of
the Registration Statement.





SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on this 22nd day of June, 2000.

ACCESS PHARMACEUTICALS, INC.
By /s/ Kerry P. Gray
----------------------
Kerry P. Gray
President and Chief Executive Officer, Director



Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement has been signed by the following person in the capacities and on
the dates indicated.