U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM 4

                 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

/   /       Check this box if no longer subject to Section 16.
            Form 4 or Form 5 obligations may continue.  See
            Instruction 1(b).

      Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
       Section 17(a) of the Public Utility Holding Company Act of
         1935 or Section 30(f) of the Investment Company Act of 1940


1.    Name and Address of Reporting Person (If the form is filed by more than
      one reporting person, see Instruction 4(b)(v).)

      Capetola,               Robert                    J.
      (Last)                  (First)                (Middle)

            6097 Hidden Valley Drive
                             (Street)

      Doylestown,               PA                     18901
      (City)                  (State)                  (Zip)



2.    Issuer Name and Ticker or Trading Symbol
      Discovery Laboratories,Inc.(Discovery)
      DSCO



3.    IRS or Social Security Number of Reporting Person
      (Voluntary)



4.    Statement for
      (Month/Year)
      10/99

5.    If Amendment, Date of Original
      (Month/Year)


6.    Relationship of Reporting Person to Issuer



(Check all applicable) X Director __X__ 10% Owner X Officer (give title ______ Other (specify below) below) Chief Executive Officer 7. Individual or Joint/Group filing (Check Applicable Line) X Form filed by One Reporting Person _______ Form filed by More than One Reporting Person

TABLE I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of 2. Trans 3. Trans 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature of Security action action or Disposed of (D) Securities Form: Indirect (Instr.3) Date Code (Instr. 3, 4 and 5) Beneficia Direct (D) Beneficial (Month (Instr.8) lly Owned or Ownership /Date/ at End of Indirect Year) Month (I) (Instr. 4) (Inst. 3 (Instr. 4) and 4) -------------------------------- Code V Amount (A) or (D) Price Common Stock 10/28/99 P 500 A $1.91 942,443 D Common Stock 10/28/99 P 1,500 A $194 942,443 D Page 3

TABLE II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Conver 3. Trans 4. Transaction 5. Number of Deriv 6. Date Exercisable and Derivative sion or action Code ative Securities Expiration Date Security Exercise Date Acquired (A) or (Month/Day/Year) (Instr. 3) Price of (Instr. 8) Disposed of (D) Deri (Month vative /Day/ (Instr. 3, 4, Security Year) and 5) Code V (A) (D) Date Exer Expiration cisable Date Options to $1.38/share 9/30/99 A 125,000 A Immediately 9/30/09 purchase (1) shares of Common Stock, par value $.001 per share 1. Title of 7. Title and Amount of 8. Price of 9. Number of 10.Ownership 11. Nature of Derivative Underlying Securities Derivative Derivative Form of Deri Indirect Bene Security Security Securities vative Sec ficial Owner (Instr. 3) (Instr.3 and 4) Beneficially urity: Direct ship (Instr. (Instr. 5) Owned at End (D) or 4) of Month Indirect (I) (Instr. 4) (Instr. 4) Title Amount or Number of Shares Page 4

Non-qualified Common Stock, 5,000 (2) 8,500 (See D options to par value Note 1) purchase $.001 per shares of share Common Stock, par value $.001 per share Explanation of Responses: (1) The shares issuable on exercise of the options are subject to repurchase by Discovery if certain events relating to the market price of the common stock of Discovery, Discovery entering into certain collaboration agreements or a sale or merger of Discovery do not occur. By: /s/ Robert J. Capetola November 10, 1999 **Signature of Reporting Person Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 5