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

                                  SCHEDULE 13G/A
                    Under the Securities Exchange Act of 1934

                             Discovery Laboratories, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    254668106
                                 (CUSIP Number)

                                November 5, 2002

             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[x] Rule 13d-1(b)

[x] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




CUSIP No. 254668106 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Advisors Inc. 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 3,247,992 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 3,247,992 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,247,992 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 9.89% 12. Type of Reporting Person (See Instructions) IA 2

CUSIP No. 254668106 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Advisors LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 3,247,992 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 3,247,992 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,247,992 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 9.89% 12. Type of Reporting Person (See Instructions) IA 3

CUSIP No. 254668106 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Samuel D. Isaly 2. Check the Appropriate Box if a Member of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 3,247,992 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 3,247,992 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,247,992 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 9.89% 12. Type of Reporting Person (See Instructions) HC 4

Item 1. (a) Issuer: Discovery Laboratories, Inc. (b) Address: 350 South Main Street, Suite 307, Boylestown, PA 18901 Item 2. (a) Name of Person Filing: OrbiMed Advisors Inc. OrbiMed Advisors LLC Samuel D. Isaly (b) Address of Principal Business Offices: 767 Third Avenue, 30th Floor New York, New York 10017 (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common stock (e) CUSIP Number: 254668106 Item 3. OrbiMed Advisors Inc. and OrbiMed Advisors LLC are investment advisors in accordance with ss.240.13d-1(b)(1)(ii)(E). Not applicable for Samuel D. Isaly. Item 4. Ownership Please see Items 5 - 9 and 11 for each cover sheet for each filing separately Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Reporting persons are holding 9.89% of the securities on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from or proceeds from sole of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable 5

Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 21, 2002 OrbiMed Advisors Inc. By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: President OrbiMed Advisors LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 21, 2002 OrbiMed Advisors Inc By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: President 6

OrbiMed Advisors LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly 7

      EX-1.1 OTHERDOC
          2
          0002.txt
             JOINT FILING AGREEMENT



                                                                    Exhibit 1.1
                                                                    ----------

                             JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on this Schedule 13G/A, dated
November 21, 2002, (the "Schedule 13G/A"), with respect to the Common Stock, par
value $0.001 per share, of Discovery Laboratories, Inc. is filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities and Exchange Act of 1934, as amended, and that this
Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the
undersigned agrees to be responsible for the timely filing of the Schedule
13G/A, and for the completeness and accuracy of the information concerning
itself contained therein. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.

        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 21st day of November, 2002.


                                                         OrbiMed Advisors Inc.

                                                  By: /s/ Samuel D. Isaly
                                                  ----------------------------
                                                  Name:  Samuel D. Isaly
                                                  Title: President

                                                         OrbiMed Advisors LLC

                                                  By: /s/ Samuel D. Isaly
                                                  ----------------------------
                                                  Name:  Samuel D. Isaly
                                                  Title: Managing Member


                                                         Samuel D. Isaly

                                                  By: /s/ Samuel D. Isaly
                                                  ----------------------------
                                                         Samuel D. Isaly


      EX-2.1 OTHERDOC
      Statement of Control Person

                                                                    Exhibit 2.1
                                                                    ----------

                             STATEMENT OF CONTROL PERSON


The Statement on this Schedule 13G/A dated November 21, 2002 with respect to the
common stock par value $0.001 per share of Discovery Laboratories, Inc. is filed
by Samuel D. Isaly in accordance with the provisions of Rule 13d-1(c) and Rule
13d-1(k) respectively as a control person (HC) of Orbimed Advisors LLC and
Orbimed Advisors Inc.

Orbimed Advisors Inc. and OrbiMed Advisors LLC file this statement on Schedule
13G/A in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k)
respectively as investment advisors (IA).