Form 5 – Annual Statement of Changes in Beneficial Ownership – EDGAR Services Provided by St Ives Burrups

FORM 5	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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(h) of the Investment Company Act of 1940	OMB APPROVAL
Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported		OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response. . . . . .1.0

1. Name and Address of Reporting Person* JACOB, M.D., PH.D. LEONARD S. (Last) (First) (Middle)	2. Issuer Name and Ticker or Trading Symbol. INKINE PHARMACEUTICAL CO, INC. (INKP)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)
INKINE PHARMACEUTICAL CO, INC. 1787 SENTRY PKWY WEST, BLDG 18 #440	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)	4. Statement for Month/Year 12 / 2002
(Street) BLUE BELL, PA 19422		5. If Amendment, Date of Original (Month/Year)	7. Individual or Joint/Group Reporting (check applicable line) Form Filed by One Reporting Person Form Filed by More than One Reporting Person
(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2.Transaction
Date
(Month/Day/Year)

2A. Deemed
      Execution
      Date, if any
      (Month/Day/Year)

3. Transaction
Code
(Instr. 8)

4. Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4, and 5)

5. Amount of
    Securities
    Beneficially
    Owned at end
    of Issuer’s
    Fiscal Year
    (Instr. 3 and 4)

6. Ownership
    Form:
    Direct (D)
    or
    Indirect (I)
    (Instr. 4)

7.  Nature of
     Indirect
     Beneficial
     Ownership
     (Instr. 4)

Amount

(A) or (D)

Price

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).			(Over)
		Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	SEC2270 (9-02)

Form 5
(continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
    Derivative
    Security
    (Instr. 3)

2. Conver-
    sion or
    Exer-
    cise
    Price of
    Deriva-
    tive
    Security

3. Trans-
    action
    Date
    (Month/
    Day/
    Year)

3A. Deemed
      Execu-
      tion
      Date,
      if any
      (Month/
      Day/
      Year)

4. Trans-
    action
    Code
    (Instr. 8)

5. Number
    of Deri-
    vative
    Securities
    Acquired
    (A) or
    Disposed
    of (D)
    (Instr. 3, 4
    and 5)

6. Date
    Exercisable
    and
    Expiration
    Date
    (Month/Day/Year)

7. Title and Amount
    of Underlying
    Securities
    (Instr. 3 and 4)

8. Price of
     Deriv-
     ative
     Security
     (Instr. 5)

9. Number
    of Deri-
    vative
    Securi-
    ties
    Benefi-
    cially
    Owned
    at End
    of Year
    (Instr. 4)

10. Owner-
      ship of
      Deriv-
      ative
      Secur-
      ity:
      Direct
      (D) or
      Indirect
      (I)
      (Instr. 4)

11. Nature of
      Indirect
      Benefi-
      cial
      Owner-
      ship
      (Instr. 4)

Date
Exercisable

Expiration
Date

Title

Amount or
Number
of Shares

COMMON STOCK
(RIGHT TO BUY)

$1.30

2/28/2002

40,000

(FN1)

2/27/12

COMMON STOCK

40,000

COMMON STOCK
(RIGHT TO BUY)

$1.05

5/23/2002

290,000

(FN2)

5/22/12

COMMON STOCK

290,000

COMMON STOCK
(RIGHT TO BUY)

$0.80

8/5/2002

70,000

(FN3)

8/4/12

COMMON STOCK

70,000

COMMON STOCK
(RIGHT TO BUY)

$1.00

8/19/2002

45,000

(FN4)

8/18/12

COMMON STOCK

45,000

Explanation of Responses:

(FN1) On the Transaction Date, the reporting person was granted options to buy 40,000 shares of common stock. These options will become exercisable as follows: 20,000 options one year after the Transaction Date and the remaining 20,000 options two years after the Transaction Date.
(FN2) On the Transaction Date, the reporting person was granted options to buy 290,000 shares of common stock. These options will become exercisable as follows: 72,500 options one year after the Transaction Date, 72,500 options two years after the Transaction Date, 72,500 options three years after the Transaction Date, and the remaining 72,500 options four years after the Transaction Date.
(FN3) On the Transaction Date, the reporting person was granted options to buy 70,000 shares of common stock. These options will become exercisable as follows: 35,000 options one year after the Transaction Date and the remaining 35,000 options two years after the Transaction Date.
(FN4) On the Transaction Date, the reporting person was granted options to buy 45,000 shares of common stock. These options will become exercisable as follows: 22,500 options one year after the Transaction Date and the remaining 22,500 options two years after the Transaction Date.


	/S/ ROBERT F. APPLE		FEBRUARY 13, 2003

	** Signature of Reporting Person		Date
	ROBERT F. APPLE AS
	ATTORNEY IN FACT FOR
	LEONARD S. JACOB, M.D., PH.D.

**	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.

SEC 2270 (9-02)