SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
        -----------------------------------------------------------------


                                    FORM 10Q

                    QUARTERLY REPORT UNDER SECTION 13 OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934


     For Quarter Ended March 31, 1997        Commission File Number 1-9370


                              BIOPHARMACEUTICS, INC


                  DELAWARE                              13-3186327
          (State of Incorporation)          (I.R.S. Employer Identification No.


                   990 Station Road, Bellport, New York 11713
               (Address of Principal Executive Office) (Zip Code)



        Registrant telephone number, including area code: (516) 286-5800


        Indicate the number of shares outstanding of each of the issuer's
                  classes of common stock as of March 31, 1997.


                    Class                     Outstanding

         Common Stock - $.001 Par Value        41,657,350


     Indicate by check whether the registrant (1) has filed all reports required
to be filed by Section 13 of the  Securities and Exchange Act of 1934 during the
preceding  twelve  months (or for such shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past ninety days. Yes   X     No 
                                           -----      -----




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                             BIOPHARMACEUTICS, INC.

                                     INDEX
                                     -----






PART I     Financial Information

 Item 1.   Financial Statements

           Consolidated Condensed Balance Sheet
           March 31, 1997 (Unaudited) and September 30, 1996 (Audited)

           Statements of Operations
           Three Months and Six Months Ended March 31, 1997 and 1996 (Unaudited)

           Consolidated Statement of Shareholders' Equity
           for the Six Months Ended March 31, 1997

           Consolidated Condensed Statement of Cash Flows
           for the Six Months Ended March 31, 1997 and 1996

           Notes to Condensed Financial Statements (Unaudited)

 Item 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations

PART II

 Item 6.   Reports on Form 8-K:

           Appointment  of Mr. Barry Weisberg  to the  Board of Directors  as of
           February 19, 1997.  Filed February 21, 1997.








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ITEM 1.  FINANCIAL STATEMENTS
         --------------------

                             BIOPHARMACEUTICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>

                                                                         March 31,         September 30,
                                                                            1997                1996
                                                                        (Unaudited)          (Audited)
                                                                        -----------         -----------
<S>                                                                     <C>                 <C>
                                 ASSETS
   Current assets:
     Cash                                                               $  108,710          $    44,775
     Trade receivables, less allowance for
        doubtful accounts                                                  687,726              587,457
     Note receivable                                                           0                150,000
     Inventories                                                           533,914              538,359
     Prepaid expenses and other assets                                     159,713              136,839
                                                                        ----------           ----------
                                  Total current assets                   1,490,063            1,457,430

   Property, plant and equipment, at cost,
      net of accumulated depreciation                                      269,946              333,653
   Investment in restricted securities                                     250,750              250,750
   Intangible assets, at cost, net of accumulated amortization           3,583,025            3,677,225
   Licensing costs, net of accumulated amortization                         63,101               64,901
   Sundry                                                                   30,119               32,729
                                                                       -----------          -----------
                                                                        $5,687,004           $5,816,688
                                                                        ==========           ==========
                 LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
       Accounts payable-trade                                           $  974,235           $  938,577
       Accrued expenses                                                    652,383              727,238
       Current maturities of long-term debt                                682,100              732,100
                                                                        ----------           ----------
                                  Total current liabilities              2,308,718            2,397,915

   Long-term debt                                                        1,550,792            1,622,792
   Convertible debentures payable                                        1,102,941            1,402,941

   Shareholders' equity:
       Common Stock - par value $.00l per share
         Authorized - 75,000,000 shares
          Issued - 42,071,078 shares, 40,871,078, 1996                      42,071               40,871
       Additional paid-in capital                                       30,070,261           29,771,461
       Deficit                                                         (27,883,893)         (27,915,406)
                                                                        ----------           ----------
                                                                         2,228,439            1,896,926
   Less Treasury Stock, at cost
                  (413,728 shares 1994)                                   (944,612)            (944,612)
         Notes receivable from officers and employees                     (559,274)            (559,274)
                                                                        ----------           ----------
                                                                           724,553              393,040
                                                                        ----------           ----------
                                                                        $5,687,004           $5,816,688
                                                                        ==========           ==========
<FN>
                       The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


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                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              Three Months Ended                  Six Months Ended
                                                                   March 31,                          March 31,
                                                             1997             1996             1997              1996
                                                          ----------      ----------       ----------          ----------
<S>                                                       <C>             <C>               <C>                <C>
Revenues:
  Net sales                                               $1,500,963      $ 624,853        $2,759,481          $1,081,937

Costs and expenses:
  Cost of sales                                              961,940        613,109         1,802,449           1,248,041
  Selling, general and
    administrative                                           382,867        298,538           678,216             552,599
  Amortization of intangibles                                 48,000          1,800            96,000               1,800
 
                                                           1,392,807        913,447         2,576,665           1,802,440
                                                             108,156       (288,594)          182,816            (720,503)
Other income (deductions):
  Other income                                                     0          2,500                 0               5,000
  Interest expense (including
    interest to officer)                                     (91,602)       (36,000)         (151,303)            (72,000)
                                                          ----------     ----------        ----------          ----------
                                                             (91,602)       (33,500)         (151,303)            (67,000)

Net income (loss) from
  continuing operations                                       16,554       (322,094)           31,513            (787,503)

Discontinued operations:
  Operating profit (loss)                                          0        (15,708)                0             (15,708)
                                                                     

Net income (loss)                                            $16,554      $(337,802)          $31,513           $(803,211)
                                                          ==========     ==========         ==========         ==========
                                                                    
Primary income (loss) per share
  Continuing operation                                         $0.00         $(0.01)            $0.00              $(0.03)
  Discontinued operations                                       0.00          (0.00)             0.00               (0.00)
  Net income (loss)                                            $0.00         $(0.01)            $0.00              $(0.03)

Average shares outstanding                                40,657,350      31,138,513       41,057,350           29,105,134


<FN>

                        The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

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<PAGE>




                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                                   (UNAUDITED)

                         SIX MONTHS ENDED MARCH 31, 1997

<TABLE>
<CAPTION>


                                        Common  Stock    Additional
                                    Number of     Par      Paid-In                   Treasury     Notes Receivable
                                     Shares      Value     Capital       Deficit       Stock     Officers & Employees     Total
                                   ---------    -------  -----------  -------------  ---------   --------------------   --------
<S>                                <C>          <C>       <C>         <C>            <C>         <C>                      <C>
Balance, September 30, 1996        40,871,078   $40,871  $29,771,461   $(27,915,406) $(944,612)      $(559,274)         $393,040

Shares issued in exchange
  for convertible debentures        1,200,000     1,200      298,800            ---        ---             ---           300,000

Net income for the six months
  ended March 31, 1997                    ---       ---          ---         31,513        ---             ---            31,513
                                   ----------   -------  ----------    ------------  ---------       ---------          --------

Balance, March 31, 1997            42,071,078   $42,071  $30,070,261   $(27,883,893) $(944,612)      $(559,274)         $724,553
                                   ==========   =======  ===========   ============  =========       =========          ========

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

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<PAGE>




                             BIOPHARMACEUTICS, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                   INCREASE (DECREASE) IN CASH AND EQUIVALENTS
                                   (UNAUDITED)
                           SIX MONTHS ENDED MARCH 31,

                                                    1997                 1996
                                               ----------            ----------
Cash flows from operating activities:
Income (loss) from continuing operations          $31,513             $(787,503)
Profit (loss) from discontinued operations            ---               (15,708)
Adjustments to reconcile net income (loss) to
    net cash provided by (used in)
    operating activities:
       Depreciation and amortization              174,000               106,800
Changes in certain assets and liabilities:
    Accounts receivable                          (100,269)              (74,146)
    Notes receivable                              150,000
    Inventories                                     4,445              (221,837)
    Other current assets                          (22,874)              (37,974)
    Other assets                                    2,610               182,791
    Accounts payable and accrued expenses         (39,197)              256,580
    Customer credit balances                          ---               165,924
    Payment against settlement of litigation      (60,000)              (45,000)
    Payment against Medicare settlement               ---               (25,000)
                                               ----------            ----------
Net cash provided by (used in)
    operating activities                          140,228              (495,073)
                                               ----------            ----------
Cash flows from investing activities:
Purchase of property plant and equipment          (14,293)              (10,799)
Trademarks and tradenames acquired                                   (3,682,325)
                                               ----------            ----------
Net cash provided by (used in)
    investing activities                          (14,293)           (3,693,124)
                                               ----------            ----------
Cash flows from financing activities:
Proceed of Company's Regulation S
    offering, net of related expenses                 ---             2,461,686
Long term debt incurred                               ---             2,000,000
Repayments of long-term debt                      (62,000)                  ---
Net cash provided by (used in)
    financing activities                          (62,000)            4,461,686
                                               ----------            ----------
Net change in cash                                 63,935               273,489
Cash at beginning of period                        44,775                86,664
                                               ----------            ----------
Cash at end of period                            $108,710              $360,153
                                               ==========            ==========


The accompanying notes are an integral part of these financial statements.



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<PAGE>




                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                 MARCH 31, 1997



A.   Consolidated Condensed Financial Statements

     The  Consolidated  Condensed  Balance  Sheet as of March  31,  1997 and the
Consolidated  Condensed  Statement of Operations  for the period ended March 31,
1997 and 1996, and the Consolidated  Condensed Statement of Shareholders' Equity
for the six month period ended March 31, 1997, and the  Consolidated  Statements
of Cash Flows for the periods  ended March 31, 1997 and 1996 have been  prepared
by the Company  without  audit.  In the opinion of Management,  all  adjustments
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial  position,  results of operations and cash flows at March 31, 1997
and for all periods presented have been made.

     For information  concerning the Company's  significant  accounting policies
and Basis of  Presentation,  reference is made to the Company's Annual Report on
Form 10-K for the year ended  September 30, 1996.  Results of operations for the
period  ended March 31, 1997 are not  necessarily  indicative  of the  operating
results  to be  expected  for the full  year and such  results  are  subject  to
year-end adjustment and independent audit.

     The Consolidated  Financial  Statements include the accounts of the Company
and its wholly-owned  subsidiaries.  All significant  inter-company accounts and
transactions have been eliminated in consolidation.  The Consolidated Statements
of Operations for all periods reflect the ongoing operations of the Company.




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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         LIQUIDITY AND CAPITAL RESOURCES
         -------------------------------

     The Company has  financed  its  operating  requirements  for the last three
years primarily by the issuance of common shares; $2,384,806 in 1993, $4,433,790
in 1994, $2,054,722 in 1995, and $2,547,658 in 1996;  convertible  debentures of
$800,000 in 1992 and the settlement of claims against past  management  $924,076
in 1992. As of March 31, 1997, the Company had cash of approximately $109,000.

     As a result of the United States District  Court's decision on December 20,
1995,  the  Company's  license for Treo had been  terminated  and  therefore the
Company wrote-off assets associated with Treo as a discontinued  operation as of
September 30, 1995. On December 13, 1996 the Company's subsidiary, Biopharm Lab,
Inc. (the  distributor  of Treo),  filed a Chapter 7 Bankruptcy  Petition in the
United States District Court, Eastern District.

     The  Company  completed  its  acquisition  of a product  line  from  London
International U.S. Holdings, Inc.(LIUSH) which has previously generated sales in
excess of the Company's 1995 total sales and should generate substantial working
capital to the Company.  The cost of approximately  $3,600,000 was financed by a
combination  of Regulation S common stock sales,  and notes for $2,000,000 to be
paid over a number of years.  The  brands  acquired  have been on the market for
more  than ten years  each and are sold  under  the  names  Vaginex*,  Koromex*,
Koroflex*,  and Feminique*.  LIUSH is one of the largest condom manufacturers in
the  U.S.  and had  decided  to sell its  Feminine  Hygiene  brands  in order to
concentrate its efforts on its core business.

     Sales  of these  brands  are  being  made to food  and  drug  chains,  drug
wholesalers,  distributors  and the U.S.  military.  The  Company  is using nine
independent  manufacturers  rep  organizations  to  sell  the  Feminine  Hygiene
products.  Each of these rep  organizations  already  calls on the key  accounts
carrying the lines. The Company expects its reps to expand sales of the lines by
making a more concerted  effort than that made by LIUSH,  expanding the customer
base  and by  receiving  greater  support  from the  Company  in  promoting  the
products.

     The Company also  anticipates  that the approval of additional  products by
the FDA in fiscal year 1997,  which will increase the number of products offered
by  Biopharm to its  customers  and with the  addition  of three new  customers,
Biopharm is expected to increase sales and provide a basis for  profitability in
fiscal 1997.

     The Company believes that the foregoing,  along with the additional capital
raised through  September 1996 will be adequate to meet its current  objectives.
Sinking fund  requirements in the convertible  debentures in 1996 were waived by
the holder and eliminated in the conversion of the debentures to a new series on
December 15, 1996.

     RESULTS OF  OPERATIONS
     ----------------------

     Sales  for  the  second  quarter  ended  March  31,  1997  were  $1,500,963
representing  an increase of 140% over the  $624,853  shipped in the  comparable
quarter in 1996.  Sales for the prior  quarter  ended  December 31, 1996 totaled
$1,258,518.  For the half year ended March 31, 1997,  sales  totaled  $2,759,481
versus  $1,081,937  shipped  in the first  half of fiscal  year  1996.  Sales of
Feminine  Hygiene  products of $912,016 represents  a 1,000%  increase  over the
comparable  quarter since the product line was acquired in March 1996.  Sales of
Feminine Hygiene products for the first half totaled  $1,695,551  versus $90,458
for the comparable half year.  Sales of generic  products  increased 10% for the
quarter to $588,947 compared to the $534,395 shipped in 1996. For the six months
ended March 31,  1997  generic  sales  totaled  $1,063,930  compared to $991,479
shipped in 1996. By comparison to the prior quarter,  sales of feminine  hygiene
products totaled $783,535 and generic products totaled $474,983.

*Registered Trademark


                                       8
<PAGE>


     Gross  margin for the  quarter was 36%  compared to 1.9% in the  comparable
1996 quarter. Gross margin for the prior quarter totaled 33%. For the six months
ended March 31,  1997,  gross  margin was 35% and a negative  15%  respectively.
Negative margins in 1996 were attributable to sales levels not being high enough
to absorb fixed overheads in manufacturing.

     Selling,  general and  administrative  expenses  increased to $382,867 from
$298,538 in the fiscal 1996 quarter due  primarily  to selling  expenses for the
feminine hygiene product line which was only acquired in the comparable quarter.
For the first half selling,  general and  administrative  expenses  increased to
$678,216 vs. $552,599 in the comparable half for similar  reasons.  Amortization
of intangibles  primarily represents  trademarks and tradenames for the feminine
hygiene line which was acquired in March 1996.
     Interest  expense of $91,602 for the quarter  includes the financing of the
feminine hygiene  acquisition,  interest expense of the convertible  debentures.
Interest  expense  for  the  comparable   quarter   represented  only  debenture
obligations.  For the six  months  ended  March 31,  1997,  interest  expense of
$151,303 included the financing of the acquisition,  interest on the convertible
debentures  and  adjustment  for  prior  interest  accrued  which  was no longer
payable. The comparable half year included only debenture obligations.





PART II   Other Information


 Item 1.  Legal Proceedings

     Amswiss Scientific,  Inc.--Amswiss Scientific,  Inc. (Amswiss) commenced an
action against the Company in the U.S.  District Court for the southern district
of New York on December 16, 1996.  Amswiss  asserted a claim for an amount to be
ascertained  at trial,  but  believed  by  Amswiss  to be at least  two  million
dollars,  plus cost and attorney's  fees arising from the alleged failure of the
Company  to file a  Registration  Statement  with the  Securities  and  Exchange
Commission for certain shares and warrants of the Company owned by Amswiss.

 Item 2.   Changes in Securities-Not applicable

 Item 3.   Default upon Senior Securities-Not applicable

 Item 4.   Submission of materials to a vote of security holders-Not applicable

 Item 5.   Other information-Not applicable.

 Item 6.   Exhibits and Reports on Form 8-K:

           Exhibits - None

           Reports on Form 8-K:

           Appointment of Mr. Barry Weisberg to the Board of Directors on
           February 19, 1997.  Filed  February 21, 1997.



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<PAGE>







                                   SIGNATURES



     Pursuant to the  requirements  of Section 13 of the Securities and Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereto duly authorized.






                                 /s/ Edward Fine
                             ---------------------
                             BIOPHARMACEUTICS, INC.
                                   REGISTRANT

             By: EDWARD FINE, President and Chief Executive Officer







                              /s/ William C. Kugler
                              --------------------
                                WILLIAM C. KUGLER
                   Vice President and Chief Financial Officer




Dated: May 7, 1997


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