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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000921895-99-000302.txt : 19990505
<SEC-HEADER>0000921895-99-000302.hdr.sgml : 19990505
ACCESSION NUMBER:		0000921895-99-000302
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19990504

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SHEFFIELD PHARMACEUTICALS INC
		CENTRAL INDEX KEY:			0000894158
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				133808303
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		
		SEC FILE NUMBER:	033-95732
		FILM NUMBER:		99609819

	BUSINESS ADDRESS:	
		STREET 1:		425 WOODSMILL RD
		CITY:			ST LOUIS
		STATE:			MO
		ZIP:			63017
		BUSINESS PHONE:		3145799899

	MAIL ADDRESS:	
		STREET 1:		425 WOODSMILL RD
		CITY:			ST LOUIS
		STATE:			MO
		ZIP:			63017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SHEFFIELD MEDICAL TECHNOLOGIES INC
		DATE OF NAME CHANGE:	19940606
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>



                                                                  RULE 424(b)(3)
                                                               FILE NO. 33-95732
                                                 SHEFFIELD PHARMACEUTICALS, INC.



                       SUPPLEMENT NO. 1 DATED MAY 4, 1999
                     TO PROSPECTUS DATED SEPTEMBER 6, 1995


As a result of  adjustments  in the number of shares  issuable  upon exercise of
warrants held by certain  Selling  Stockholders  in accordance  with  applicable
anti-dilution  provisions and the transfer of certain options, the cover page of
the  Prospectus  dated  September  6, 1995 (the  "Prospectus")  and the table of
Selling  Stockholders in the Selling  Stockholders section of the Prospectus are
hereby supplemented and amended as follows:

         (a)      The cover page of the  Prospectus  is amended to provide  that
                  the total  number of shares of Common  Stock being  offered by
                  Selling Stockholders has been reduced from 5,102,724 shares to
                  1,756,725 shares.

         (b)      The Selling Stockholders table on page 12 of the Prospectus is
                  amended and restated in its entirety as follows:


<TABLE>
<CAPTION>
                                      Shares Beneficially               Shares to be                Shares Beneficially
                                         Owned Prior to                    Sold in                      Owned After
                                         Offering(1)(2)                    Offering                     Offering(3)
                                  -----------------------------       -----------------          --------------------------

NAME(1)                                   NUMBER       PERCENT                                   NUMBER             PERCENT
- -------                                   ------       -------                                   ------             -------

<S>                                     <C>               <C>                 <C>                      <C>             <C>    

SMT Investment Partnership               191,000(4)        *                  191,000                  0               ---
The Fort Hill Group, Inc.                 30,000(5)        *                   30,000                  0               ---
Global Equities                           37,500(6)        *                   37,500                  0               ---
Kerry Nagle                               45,000(7)        *                   45,000                  0               ---
Chan Koo Chung                            15,000(8)        *                   15,000                  0               ---
Monica Koechin                           400,000(9)       1.5%                400,000                  0               ---
John Casey                               18,750(10)        *                   18,750                  0               ---
Lommen Family Trust                      12,000(11)        *                   12,000                  0               ---
Kelly Family Trust                       10,500(12)        *                   10,500                  0               ---
Larry Peery                               4,500(13)        *                    4,500                  0               ---
John P. Boesel                           58,125(14)        *                   58,125                  0               ---
George D. Anderson                       18,750(15)        *                   18,750                  0               ---
Gabiano, Inc.                            12,000(16)        *                   12,000                  0               ---
Schlegel Investment Co.
  Money Investment Plan                  15,000(17)        *                   15,000                  0               ---
Keith V. Denner                          15,000(18)        *                   15,000                  0               ---
Gloria Iorio                              9,600(19)        *                    9,600                  0               ---
Thomas R. Reardon                        15,000(20)        *                   15,000                  0               ---
Eugene J. O'Neill                        24,000(21)        *                   24,000                  0               ---
XPER International Ltd.                  10,000(22)        *                   10,000                  0               ---
Global Gestion                          196,000(23)        *                  196,000                  0               ---

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                      Shares Beneficially               Shares to be                Shares Beneficially
                                         Owned Prior to                    Sold in                      Owned After
                                         Offering(1)(2)                    Offering                     Offering(3)
                                  -----------------------------       -----------------          --------------------------

<S>                                     <C>               <C>                 <C>                      <C>                
Arab Petroleum Investment
  Corp.                                 500,000(24)       1.8%                500,000                  0               ---
Edward C. Rubatino                       12,500(25)        *                   12,500                  0               ---
JDW Irrevocable Trust                    25,000(26)        *                   25,000                  0               ---
John G. Cage                             14,000(27)        *                   14,000                  0               ---
Karen Blandini                            5,000(28)        *                    5,000                  0               ---
Kossert Enterprises                      12,500(29)        *                   12,500                  0               ---
Les Schultz                              25,000(30)        *                   25,000                  0               ---
Ward T. Bell                              5,000(31)        *                    5,000                  0               ---
John Schroeder                           17,500(32)        *                   17,500                  0               ---
James Allen                               2,500(33)        *                    2,500                  0               ---
Al Yee                                    2,500(33)        *                    2,500                  0               ---
James Desmond                            13,700(34)        *                   13,700                  0               ---

</TABLE>


- --------------------------------------

*        Less than 1%.

(1)      The persons named in the table, to the Company's  knowledge,  have sole
         voting  and  investment  power  with  respect  to all  shares  shown as
         beneficially  owned by them,  subject to community  property laws where
         applicable and the information contained in the footnotes hereunder.

(2)      Determined in accordance with Rule 13-3(d) of the Exchange Act of 1934.

(3)      Assumes all shares of Common Stock offered  hereby are sold pursuant to
         the registration statement of which the prospectus constitutes a part.

(4)      Represents  shares  issuable upon exercise of stock purchase  warrants.
         SMT has the right upon  exercise  of warrant  issued by the  Company to
         SMT, to acquire up to 191,000 shares of Common Stock.

(5)      Represents  shares  issuable upon  exercise of certain  stock  purchase
         warrants.  The Fort Hill Group,  Inc. is a former financial  advisor to
         the Company.

(6)      Includes 32,500 shares issuable upon exercise of certain stock purchase
         warrants.

(7)      Includes  15,000  shares of Common Stock  issuable  upon exercise of PP
         Unit Warrants.

(8)      Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(9)      Includes (i) 10,000 shares of Common Stock issuable upon exercise of PP
         Unit  Warrants,  (ii)  35,000  shares of  Common  Stock  issuable  upon
         exercise of PP II Unit Warrants and (iii) 100,000 shares  issuable upon
         exercise of certain stock options.

(10)     Includes 6,250 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(11)     Includes 4,000 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(12)     Includes 3,500 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.


                                              (FOOTNOTES CONTINUED ON NEXT PAGE)


                                      -2-

<PAGE>



(13)     Includes 1,500 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(14)     Includes (i) 3,125 shares of Common Stock  issuable upon exercise of PP
         Unit Warrants  and,  (ii) 25,000  shares of Common Stock  issuable upon
         exercise of certain stock options.

(15)     Includes 6,250 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(16)     Includes 4,000 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(17)     Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(18)     Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(19)     Includes 3,200 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(20)     Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(21)     Includes 8,000 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(22)     Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit
         Warrants.

(23)     Includes (i) 32,000 shares of Common Stock issuable upon exercise of PP
         Unit  Warrants  and (ii) 50,000  shares of Common Stock  issuable  upon
         exercise of PP II Unit Warrants.

(24)     Includes 250,000 shares of Common Stock issuable upon exercise of PP II
         Unit Warrants.

(25)     Includes  6,250 shares of Common Stock  issuable upon exercise of PP II
         Unit Warrants.

(26)     Represents  12,500 shares of Common Stock  issuable upon exercise of PP
         II Unit Warrants.

(27)     Includes  7,000 shares of Common Stock  issuable upon exercise of PP II
         Unit Warrants.

(28)     Includes  2,500 shares of Common Stock  issuable upon exercise of PP II
         Unit Warrants.

(29)     Includes  6,250 shares of Common Stock  issuable upon exercise of PP II
         Unit Warrants.

(30)     Includes  12,500 shares of Common Stock issuable upon exercise of PP II
         Unit Warrants.

(31)     Includes  2,500 shares of Common Stock  issuable upon exercise of PP II
         Unit Warrants.

(32)     Includes  12,500  shares of Common  Stock  issuable  upon  exercise  of
         certain stock purchase options.

(33)     Represents  shares of Common Stock  issuable  upon  exercise of certain
         stock purchase options.

(34)     Includes 2,500 shares of Common Stock issuable upon exercise of certain
         stock purchase options.

                                      -3-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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