FORM 8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 27, 2004

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

   NEW JERSEY                    0-19777                    22-3103129
(State or other                                            (IRS Employer
jurisdiction of                (Commission                Identification
incorporation)                  File Number)                  Number)

                                 25 UPTON DRIVE
                         WILMINGTON, MASSACHUSETTS 01887
          (Address of principal executive offices, including ZIP code)

                                 (978) 657-7500
              (Registrant's telephone number, including area code)



ITEM 5. OTHER EVENTS.

As of March 2, 2004, DUSA Pharmaceuticals, Inc. has received all proceeds due
as a result of the sale of 2,250,000 shares of its common stock in a private
placement with certain new and existing institutional and other accredited
investors previously announced on Friday, February 27, 2004. The Company now
files the Securities Purchase Agreement, Registration Rights Agreement and Form
of Additional Investment Right related to this transaction.


ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.

10.1     Securities Purchase Agreement dated as of February 27, 2004 by and
         among DUSA Pharmaceuticals, Inc. and certain investors, portions of
         which have been omitted pursuant to a request for confidential
         treatment under Rule 24(b) of the Securities Exchange Act of 1934, as
         amended

10.2     Registration Rights Agreement dated as of February 27, 2004 by and
         among DUSA Pharmaceuticals, Inc. and certain investors incorporated
         herein by reference to Exhibit C to the Securities Purchase Agreement
         listed above as Exhibit 10.1 to this Report

10.3     Form of Additional Investment Right dated as of February 27, 2004
         incorporated herein by reference to Exhibit B to the Securities
         Purchase Agreement listed above as Exhibit 10.1 to this Report



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       DUSA PHARMACEUTICALS, INC.

Dated: March 2, 2004                   By:  /s/ D. Geoffrey Shulman
                                            ------------------------------------
                                            D. Geoffrey Shulman, MD, FRCPC
                                            President, Chief Executive Officer