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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * FRYDMAN JEAN W   2. Issuer Name and Ticker or Trading Symbol NOVADEL PHARMA INC [nvd] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP & General Counsel (Last) (First) (Middle) C/O NOVADEL PHARMA INC, 25 MINNEAKONING ROAD 3. Date of Earliest Transaction (Month/Day/Year) 07/28/2005 (Street) FLEMINGTON, NJ 08822 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ 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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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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. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative 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 Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 1.98

07/28/2005

D

100,000

(1)

05/16/2014

Common Stock

100,000

(3)

0

D

Stock Option (right to buy)

$ 1.98

07/28/2005

A

100,000

(2)

05/16/2014

Common Stock

100,000

(3)

100,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FRYDMAN JEAN W C/O NOVADEL PHARMA INC 25 MINNEAKONING ROAD FLEMINGTON, NJ 08822			VP & General Counsel

Signatures

/s/ Jean W. Frydman		08/01/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	33,333 options became exercisable on May 17, 2005, 33,333 become exercisable on May 17, 2006, and 33,334 become exercisable on May 17, 2007.
(2)	33,333 were exercisable on date of issue; 33,333 become exercisable on May 17, 2006 and 33,334 on May 17, 2007.
(3)	On July 28, 2005, the issuer canceled, pursuant to a disclosure and release agreement, a ten-year option grant to the reporting person on May 17, 2004 for 100,000 shares at $1.98 per share. In exchange, the reporting person received an option for 100,000 shares at $1.98 as described herein.

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