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, 1996   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, 1996.


                    Class                            Outstanding
                    -----                            -----------
         Common Stock - $.00l Par Value               39,207,922


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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<PAGE>

                                               


                             BIOPHARMACEUTICS, INC.

                                      INDEX


PART I    Financial Information

Item 1.   Financial Statements

          Consolidated Condensed Balance Sheet
          March 31, 1996 (Unaudited) and September 30, 1995 (Audited)

          Consolidated Statement of Operations
          Three and Six Months Ended March 31, 1996 and 1995(Unaudited)

          Consolidated Statement of Shareholders' Equity (Deficiency in Assets)
          for the Six Months Ended March 31, 1996

          Consolidated Condensed Statement of Cash Flows
          for the Six Months Ended March 31, 1996 and 1995

          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:

                  Acquisition  or  Disposition  of  Assets:  Letter of Intent to
purchase  three branded  consumer  product lines from London  International  US.
Holdings,  Inc.,  for the sum of  $3,600,000.  The  purchase  includes all trade
names, trademarks, patents, and all saleable finished goods inventory related to
the Feminine Hygiene Products Business. Filed January 18, 1996.

                  Resignation  of Registrant's  Director:  Dr.  Alfred  Stracher
resigned  from the Board of Director of Biopharmaceutics, Inc. as of December 4,
1995.  Filed January 18, 1996.

                  Acquisition or  Disposition  of Assets:  On March 15, 1996 the
Company  completed its  acquisition of the feminine  hygiene  product lines from
London  International US Holdings,  Inc. for the sum of $3,600,000 plus the cost
of all saleable goods inventories and raw materials related to  non-manufactured
products. The purchase price includes all trade names, trademarks,  patents, and
all saleable  finished goods inventory  related to the Feminine  Hygiene Product
Business.  The aggregate  purchase  price  included a payment of $1,600,000  and
$2,000,000  in a promissory  note  payable  $500,000 on or before April 1, 1997;
$660,000 on or before April 1, 1998 and $840,000 on April 1, 1999 with  interest
at 8.5%, payable semi-annually through October 1997, then quarterly. Filed March
26, 1996.



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ITEM 1.  FINANCIAL STATEMENTS

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

                                                   March 31,         September 30,
                                                     1996                1995
                                                  (Unaudited)          (Audited)
                                                  ----------          -----------
<S>                                                <C>                <C> 
                                ASSETS
Current assets:
  Cash                                            $  360,153         $   86,664
  Trade receivables, less allowance for
    doubtful accounts                                343,103            268,957
  Inventories                                        715,508            493,671
  Prepaid expenses and other assets                   65,927             27,953
                                                  ----------         ----------

          Total current assets                     1,484,691            877,245

Property, plant and equipment, at cost,
  net of accumulated depreciation                    349,066            443,267
Trademarks and patents                             3,682,325                ---
Licensing costs, net of accumulated amortization      68,501             70,301
Sundry                                                30,119             30,119
                                                  ----------         ----------
                                                  $5,614,702         $1,420,932
                                                  ==========         ==========
                 LIABILITIES AND SHAREHOLDERS' EQUITY
                             (DEFICIENCY IN ASSETS)
Current liabilities:
  Account payable                                 $1,529,616         $1,027,865
  Accrued expenses                                   798,505          1,043,676
  Customer credit balances                           362,244            196,320
  Medicare judgment payable                           25,000             50,000
  Current maturities of long-term debt               145,000            190,000
                                                  ----------          ---------

          Total current liabilities                2,860,365          2,507,861

Long-term debt                                       313,773            130,982
Convertible debentures payable                     1,000,000          1,000,000
Promissory note payable                            2,000,000                ---

Shareholders' equity (deficiency in assets):
  Common Stock - par value $.00l per share
    Authorized - 50,000,000 shares
    Issued - 39,621,650 shares, 
      26,535,750 in 1995                              39,622             26,536
  Additional paid-in capital                      29,597,638         27,149,038
  Deficit                                        (28,692,810)       (27,889,599)
                                                  ----------         ----------
                                                     944,450           (714,025)
Less Treasury Stock, at cost
  (413,728 shares)                                  (944,612)          (944,612)
  Notes receivable from officers and employees      (559,274)          (559,274)
                                                  ----------         ----------
                                                    (599,436)        (2,217,911)

                                                  $5,614,702         $1,420,932
                                                  ==========         ==========
<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,
                                          ---------                 ---------
                                     1996          1995        1996        1995
                                                (Restated)              (Restated)
                                  ----------  ----------     ---------  ----------
<S>                                <C>          <C>           <C>         <C>                              
Sales                             $  624,853   $   524,778  $1,081,937  $1,010,937
       
Costs and expenses:
  Cost of sales                      613,109       655,885   1,248,041   1,282,136
  Selling, general and
    administrative                   298,538       255,933     552,599     613,444
  Amortization of licenses             1,800       143,046       1,800     286,092
                                  ----------    ----------  ----------  ----------
                                     913,447     1,054,864   1,802,440   2,181,672
                                  ----------    ----------  ----------  ----------
                                    (288,594)     (530,086)   (720,503) (1,170,735)

Other income (deductions):
  Other Income                         2,500           ---       5,000         ---
  Interest expense                   (36,000)      (36,000)    (72,000)    (72,000)
                                  ----------    ----------  ----------  ----------
                                     (33,500)      (36,000)    (67,000)    (72,000)
                                  ----------    ----------  ----------  ----------
Net (loss) from
   continuing operations            (322,094)     (566,086)   (787,503) (1,242,735)

Discontinued operations
  Operating profit (loss)            (15,708)      622,504     (15,708)    654,672
                                  ----------    ----------  ----------  ----------

       Net loss                   $  337,802)   $   56,418  $ (803,211) $ (588,063)
                                  ==========    ==========  ==========  ==========

Primary income (loss) per share
  Continuing operations               $(0.01)       $(0.02)     $(0.03)     $(0.06)
  Discontinued operations               0.00          0.03        0.00        0.03
                                        ----          ----        ----        ----
                                      $(0.01)       $ 0.00      $(0.03)     $(0.03)
                                       =====         =====       =====        =====

Average shares outstanding        31,138,513    23,029,706  29,105,134  22,485,448


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




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                           BIOPHARMACEUTICS, INC.

     CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY IN ASSETS)

                                   (UNAUDITED)

                         SIX MONTHS ENDED MARCH 31, 1996


<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, 1995       26,535,750    $26,536   $27,149,038   $(27,889,599)  $(944,612)        $(559,274)     $(2,217,911)

Shares issued in connection
  with the Company's Regulation
  S offering, net of related
  expenses                        13,085,900     13,086     2,448,600           ---         ---                ---        2,461,686

Net loss for six months                                               
  ended March 31, 1996                   ---        ---           ---      (803,211)        ---                ---         (803,211)
                                  ----------    -------   -----------  ------------     ---------        ---------        ---------
                                                    
Balance, March 31, 1996           39,621,650    $39,622   $29,597,638  $(28,692,810)    $(944,612)       $(559,274)       $(559,436)
                                  ==========    =======   ===========  ============     =========        =========        =========

<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,

<TABLE>
<CAPTION> 
                                                             1996             1995
                                                              ----             ----
<S>                                                         <C>            <C>                                                      
Cash flows from operating activities:
Loss from continuing operations                            $ (787,503)     $(1,242,735)                                             
Profit (loss) from discontinued operations                    (15,708)         654,672
Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
       Depreciation and amortization                          106,800          204,124
Changes in certain assets and liabilities:
    Accounts receivable                                       (74,146)          (4,276)
    Inventories                                              (221,837)        (117,608)
    Other current assets                                      (37,974)         (27,139)
    Accounts payable and accrued expenses                     256,580          (81,392)
    Customer credit balances                                  165,924              ---
    Sundry non current assets                                 182,791              ---
    Payment against settlement of litigation                  (45,000)             ---
    Payment against Medicare settlement                       (25,000)             ---
                                                           ----------      -----------

Net cash provided by (used in) operating activities          (495,073)        (614,354)

Cash flows from investing activities:
Purchase of property plant and equipment                      (10,799)         (17,116)
Trademarks and tradenames acquired                         (3,682,325)             ---                                              
                                                            ---------      -----------

Net cash provided by (used in) operating activities        (3,682,124)         (17,116)
                                                           ----------       ----------
Cash flows from financing activities:
Proceed of Company's Regulation S
    offering, net of related expenses                       2,461,686          743,893
Proceeds from sale of warrants                                    ---            3,000
Promissory note issued in trademark acquisition             2,000,000              ---
                                                           ----------      -----------                                              
 
Net cash provided by (used in) financing activities         4,461,686          746,893  
                                                           ----------      -----------
Net change in cash                                            273,489          115,423
Cash at beginning of period                                    86,664          129,004
                                                           ----------      -----------
Cash at end of period                                      $  360,153      $   244,427
                                                           ==========      ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

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<PAGE>


                                                       


                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                 MARCH 31, 1996



A.       Consolidated Condensed Financial Statements

         The Consolidated  Condensed  Balance Sheet as of March 31, 1996 and the
Consolidated  Condensed  Statement of Operations  for the period ended March 31,
1996 and 1995 and the Consolidated  Condensed Statement of Shareholders'  Equity
for the six month period ended March 31, 1996, and the  Consolidated  Statements
of Cash Flows for the periods  ended March 31, 1996 and 1995 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, 1996
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, 1995. Results of operations
for the  period  ended  March 31,  1996 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.


B.       Restatement of Prior Year's Statement of Operations

         Prior years  Consolidated  Statement  of  Operations  has been restated
to  conform to  write-off  of  Biopharm  Lab,  Inc.  to  discontinued operations
in the Company's audited financial statements at September 30, 1995.



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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 four years primarily by the issuance of common shares;  $2,384,806 in 1993,
$4,433,790 in 1994, $2,054,722 in 1995 and $2,461,686 in the first half of 1996,
convertible  debentures of $800,000 in 1992 and the settlement of claims against
past  management of $924,076 in 1992. As of March 31, 1996, the Company had cash
of approximately $360,000.

                  The Company  completed its  acquisition of a product line from
London  International US Holdings,  Inc. ("LIUSH) which should generate sales in
excess of the Company's 1995 total sales and should generate substantial working
capital to the Company.  The cost of $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 of Vaginex(R), Koromex(R),  Koroflex(R),
and  Feminique(R).  LIUSH is the largest condom  manufacturer  in the US 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 US military.  The Company will use the
former  Treo  reps  to  sell  the  newly  acquired  lines.  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 previously made by LIUSH, expanding the customer base and by receiving
greater support from Quality Health Products in promoting the products.

                  The  Company  also   anticipates  that  the  approval  of  the
additional seven products by the Food and Drug  Administration  ("FDA") in 1995,
which  increased  the number of  products  manufactured  by the  Company for its
customers,  and with the addition of three  significant  new  customers,  should
enable the Company to increase  sales and provide a basis for  profitability  in
fiscal 1996.

                  The  Company  believes  that  the  foregoing,  along  with the
additional  capital  raised  through  March  1996 will be  adequate  to meet its
current objectives.  Sinking fund requirements for the convertible debentures in
1996 should  satisfy by either  refunding or conversion of the  debentures  into
common stock.


                  RESULTS OF OPERATIONS

                  Sales for the quarter  ended March 31, 1996 totaled  $624,853,
an increase of 19% over  restated  sales of $524,778  for the second  quarter in
1995. The increase was primarily  attributed to the new product line acquired on
March 15, 1996 from London  International  US Holdings,  Inc.  Sales for the six
months  increased  $71,000 to $1,081,937 in the prior year.  Sales for the prior
quarter totaled $457,000.

                  Gross  profit  for  the  quarter  improved  to a  positive  2%
compared to a negative 24% for the comparable  quarter in 1995.  Margins for the
prior quarter totaled a negative 40%. On a six month basis, gross profit totaled
a negative  15% versus a negative  26% for the six months  ended March 31, 1995.
Negative  margins  were  attributable  to sales  levels not being high enough to
absorb fixed overheads in manufacturing.

                  Selling,  general and  administrative  expenses  increased  to
$298,538  versus  $255,933 in the comparable  quarter due primarily to legal and
accounting expenses in the quarter. For the six month period,  selling,  general
and  administrative  expenses  dropped  $60,845 to  $552,599  due to lower legal
expenses in the first quarter.  Amortization of licenses  declined from $143,046
in the 1995  quarter to $1,800 due to the  write-off  of the  Amswiss  rights in
September 1995.

                  Interest expense was in line with the prior quarters.




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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 10, 1996



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