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): April 15, 2004



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



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

On April 15, 2004, DUSA  Pharmaceuticals,  Inc. announced that on April 14, 2004
it received  exercise  notices  from all  investors  in its  recently  completed
private  placement  relating to the exercise of additional  investment rights to
purchase 337,500 shares of its common stock at a price of $11.00 per share.



ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.

[99] Press Release dated April 15, 2004.



                                   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:  April 15, 2004                By:   /s/ D. Geoffrey Shulman
                                         ---------------------------------------
                                         D. Geoffrey Shulman, MD, FRCPC
                                         President and Chief Executive Officer