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, 1998        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, 1998.


                  Class                               Outstanding

       Common Stock - $.001 Par Value                 17,109,543


     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

                                                                         PAGE
PART I   Financial Information

   Item 1. Financial Statements

   Consolidated Condensed Balance Sheet
   March 31, 1998 (Unaudited) and September 30, 1997 (Audited)            3

   Statements of Operations
   Three Months and Six Months Ended March 31, 1998 and 1997(Unaudited)   4

   Consolidated Statement of Shareholders' Equity
   for the Six Months Ended March 31, 1998                                5

   Consolidated Condensed Statement of Cash Flows
   for the Six Months Ended March 31, 1998 and 1997                       6

   Notes to Condensed Financial Statements (Unaudited)                    7

   Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations                            8

PART II. Other Information

  Item 1.         Legal Proceedings                                       9

  Item 2.         Changes in Securities                                   9

  Item 3.         Default upon Senior Securities                          9

  Item 4.         Submission of materials to a
                  vote of security holders                                9

  Item 5.         Other Information                                       9

  Item 6.         Exhibits and Reports on Form 8-K                        9




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ITEM 1.  FINANCIAL STATEMENTS

                             BIOPHARMACEUTICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET

                                                    March 31,     September 30,
                                                      1998            1997
                                                   (Unaudited)      (Audited)
                                                   ------------   -------------

                                     ASSETS

   Current assets:
      Cash                                         $    72,098    $   502,304
      Trade receivables, less allowance for
        doubtful accounts                            2,419,902      1,430,110
      Inventories                                      596,581        603,134
      Prepaid expenses and other assets                482,917        312,983
                                                    -----------   ------------
         Total current assets                        3,571,498      2,848,531   
  
 Property, plant and equipment, at cost,
      net of accumulated depreciation                1,190,252      1,164,462
   Investment in restricted securities                 250,750        250,750
   Intangible assets, at cost, net of
     accumulated amortization                       11,576,294     11,951,677
   Licensing costs, net of accumulated
     amortization                                       46,301         46,301
   Sundry                                               27,984         68,865
                                                   ------------   ------------
                                                   $16,663,079    $16,330,586
                                                   ============   ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

   Current liabilities:
      Accounts payable-trade                       $ 1,922,801    $ 1,309,344
      Accrued expenses                                 625,878        934,564
      Obligation related to settlement litigation          -0-        250,000
      State income taxes payable                        90,000         90,000
      Current maturities of long-term debt           1,924,100      4,812,824
                                                   ------------   ------------
           Total current liabilities                 4,562,779      7,396,732
                                                   ------------   ------------
    Long-term debt                                   5,846,640      4,005,689
                                                   ------------   ------------
   Convertible debentures payable                      575,000        575,000
                                                   ------------   ------------
   Shareholders' equity:
      Common Stock - par value $.00l per share
       Authorized - 75,000,000 shares
         16,886,732 issued and outstanding              17,110         16,817
      Additional paid-in capital                    34,098,869     33,710,648
      Deficit                                      (26,933,432)   (27,870,414)
                                                   ------------   ------------
                                                     7,182,547      5,857,051
   Less Treasury Stock, at cost
     (413,728 shares)                                 (944,612)      (944,612)
            Notes receivable from officers
              and employees                           (559,274)      (559,274)
                                                   ------------   ------------
                                                     5,678,660      4,353,165
                                                   ------------   ------------
                                                   $16,663,079    $16,330,586
                                                   ============   ============

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


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                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>

                                   Three Months Ended          Six Months Ended
                                       March 31,                   March 31,
                              -------------------------  ---------------------------
                                  1998          1997          1998          1997
                                  ----          ----          ----          ----
<S>                           <C>           <C>           <C>            <C>
Revenues:
  Net sales                   $ 3,095,402   $ 1,500,963   $ 5,924,215   $ 2,759,481
                              ------------  ------------ ------------  -------------
Costs and expenses:
  Cost of sales                 1,431,373       961,940     2,896,840     1,802,449
  Selling, genEral and
    administrative                724,423       382,867     1,330,340       678,216
  Amortization of intangibles     198,747        48,000       397,494        96,000
                              ------------  ------------  ------------  ------------
                                2,354,543     1,392,807     4,624,674     2,576,665
                              ------------  ------------  ------------  ------------
                                  740,859       108,156     1,299,541       182,816
Other income (deductions):
  Other income                      7,745           -0-         8,645           -0-

  Interest expense               (213,334)      (91,602)     (371,202)     (151,303)
                              ------------  ------------   -----------  ------------

Net income (loss)             $   535,270   $    16,554    $  936,984   $    31,513 
                              ============  ============  ============  ============

Income per share                    $0.03         $0.00         $0.06         $0.00
                                    =====         =====         =====         =====


Primary income per share            $0.03         $0.00         $0.06         $0.00



Average shares outstanding     16,830,541    10,158,838    16,823,732    10,264,378
(1997 adjusted for 1 for 4
  stock split)



<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

                                   (UNAUDITED)

                         SIX MONTHS ENDED MARCH 31, 1998


<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, 1997      16,816,732   $16,817   $33,710,649  $(27,870,417)  $(944,612)       $(559,274        $4,353,163

Shares issued in lieu of
  Payment                            20,000        20        34,980           ---         ---              ---            35,000

Shares issued in lieu of
  Payment                            50,000        50        74,950           ---         ---              ---            75,000

Shares issued in lieu of
  Payment                           222,811       223       278,290                                                      278,513
 
Net income for the six months
  ended March 31, 1998                  ---       ---       936,984           ---         ---              ---           936,984
                                 ----------   -------   -----------  -------------  ----------       ----------       ----------   
                                                                                                                                    
Balance, March 31, 1998          17,109,543   $17,110   $34,098,869  $(26,933,432)  $(944,612)       $(559,274)       $5,678,660
                                 ==========   =======   ===========  =============  ==========       ==========       ==========

<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>
                                                               1998             1997
                                                         -------------     -------------
<S>                                                       <C>              <C>
 Cash flows from operating activities:
 Income from operations                                  $    936,984      $     31,513
  
 Adjustments to reconcile net income  to
     net cash provided by (used in)
     operating activities:
        Depreciation and amortization                         479,836           174,000
        Issuance of Common Stock for
           legal and other professional services              353,513               ---
 Changes in certain assets and liabilities:
     Accounts receivable                                     (989,792)         (100,269)
     Notes receivable                                            ----           150,000
     Inventories                                                6,553             4,445
     Other current assets                                    (157,047)          (22,874)
     Other assets                                              40,881             2,610
     Accounts payable and accrued expenses                    304,771           (39,197)
     Payment against settlement of litigation                (250,000)          (60,000)
                                                         -------------     -------------
 Net cash provided by (used in)
     operating activities                                     725,699           140,228
 Cash flows from investing activities:                   -------------     -------------
 Purchase of property plant and equipment                    (108,132)          (14,293)
 Net cash provided by (used in)
     investing activities                                    (108,132)          (14,293)
 Cash flows from financing activities:                   -------------     -------------
 Issuance of Capital Stock                                                                              
 Repayments of long-term debt                              (1,047,773)          (62,000)
 Net cash provided by (used in)                          -------------     ------------- 
    financing activities                                  (1,047,773)          (62,000)

 Net change in cash                                          (430,206)           63,935
 Cash at beginning of period                                  502,304            44,775
                                                         -------------     -------------
 Cash at end of period                                   $     72,098       $   108,710
                                                         =============      ============



<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, 1998



A.       Consolidated Condensed Financial Statements


     The  Consolidated  Condensed  Balance  Sheet  as of  March  31,  1998,  the
Consolidated  Condensed  Statement  of  Operations  for the  three and six month
periods ended March 31, 1998 and 1997, the Consolidated  Condensed  Statement of
Shareholders'  Equity for the six month  period  ended March 31,  1998,  and the
Consolidated  Statements  of Cash Flows for the periods ended March 31, 1998 and
1997  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, 1998 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, 1997.  Results of operations for the
period  ended March 31, 1998 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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<PAGE>





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 short  and long term  debt,  convertible
debentures  or  notes,  and the  sale of  common  shares,  $2,185,704  in  1995,
$6,816,833 in 1996, and  $6,842,715 in 1997. As of March 31, 1998,  the Company
has cash of approximately $72,000.

     On September 15, 1997 the Company  completed the  acquisition  of Caribbean
Medical Testing Center,  Inc. (CMT), which was effective as of June 2, 1997 with
the payment of $6,000,000 in cash and a note for $1,500,000  bearing interest at
10 1/2% per  annum  due July 17,  1998.  The  funding  for the  acquisition  was
obtained by the issuance of 3,100,000  shares of common stock and  $4,900,000 of
notes, payable $175,000 a month for 28 months bearing interest at 9% per annum.

     On March 31, 1998 the Company completed extensions of the notes incurred in
the  acquisition of CMT. The $1,500,000 note originally due on July 17, 1998 has
been extended to become due on October 1, 1999.  Terms of  the  $4,900,000  have
also been modified to be payable at $100,000 per month until February 2002.

     As of March 31, 1998 the Company  agreed to issue 272,811  shares of common
in lieu of cash payment for certain legal and professional services.

     Company   completed  its   acquisition   of  a  product  line  from  London
International US 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.

     In fiscal 1998 the Company  anticipates to expand its product line with the
addition of new items to the feminine  hygiene  subsidiary  (QHP).  A portion of
these new products will be  manufactured  internally  by  Biopharmaceutics.  The
Company also  anticipates  revenues  from CMT to increase as  negotiations  with
additional health care insurers are completed.

     The Company believes that the foregoing,  along with the additional capital
raised  through  September  30,  1997  will be  adequate  to meets  its  current
objectives.  All  sinking  fund  requirements  for the  Renaissance  convertible
debentures  were waived by the holder and  eliminated  in the  conversion of the
debentures  to a new series of  convertible  debentures on December 15, 1996. On
September 30, 1997, these  convertible  debentures and all accrued interest were
converted to common stock.

     RESULTS OF OPERATIONS

     Revenues for the quarter ended March 31, 1998 were $3,095,402  representing
an increase of 106% over revenues of $1,500,963 in the comparable  quarter ended
March 31, 1997.  Revenues  for the prior  quarter  ended  December 31, 1997 were
$2,828,812.  For the six  month  period  ended  March  31,  1998  revenues  were
$5,924,215  versus  $2,759,481  in the  comparable  six  months of fiscal  1997.
Revenues  of CMT of  $1,906,563  and  $3,595,494  for the quarter and six months
ended March 31, 1998  respectively  are not  comparable  to the same period last
year since CMT was acquired as of June 2, 1997.  Sales for the Generic  products
for the quarter were $568,959 which was a slight decline from sales of $588,947.
Year to date  sales of  Generic  products  increased  by 2.5% to  $1,087,348  as
compared to  $1,063,930  for the same six month prior year period.  Revenues for
the feminine  hygiene line  declined to $619,882 for the quarter ended March 31,
1998 as  compared  to  $912,016  for the same  quarter  last year.  Year to date
revenues for the feminine  hygiene line declined to $1,241,373 for the six month
period as compared to $1,695,551  for the same period last year.  The decline in
revenues is due in part to the  consolidation of the industry and the shift from
high volume low profit  product  lines to lower volume more  profitable  product
lines .

     Gross margins for the quarter ended March 31, 1998 were 53.76%  compared to
35.91% in the same  quarter  in 1997.  Gross  margin for the prior  quarter  was
48.19%.  Gross  margins  for the six months  ended  March 31,  1998 were  51.10%
compared  to  34.68% in the same  period in 1997.  Net  profits  for the  second
quarter of fiscal 1998 were  $535,270  or 17.3%  compared to $16,554 or 1.10% in
1997.  The increase in both gross  margin and net profits were due  primarily to
the addition of CMT and higher gross  profits on the product mix for the generic
and feminine hygiene product lines.

                                       8
<PAGE>

     Selling,  general and  administrative  expenses  increased to $724,423 from
$382,867 and $1,330,340 from $678,216 for the quarter and six months ended March
31,  1998  respectively  due  primarily  to  expenses  in  the  medical  testing
subsidiary  which did not exist in the  comparable  quarter of fiscal year 1997.
Advertising  and selling  expenses for the feminine  hygiene line increased over
the same quarter in 1997.  Amortization of intangibles  represents goodwill from
the medical testing center acquired in June 1997 as well as trademarks and trade
names for the feminine hygiene line which was acquired in March 1996.

*Registered Trademark

     Interest  expense of $213,334  and  $371,202 for the quarter and six months
ended March 31, 1998  includes the financing of the medical  testing  center and
the  feminine  hygiene   acquisitions.   Interest  for  the  comparable  quarter
represented only the feminine hygiene acquisition and 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 costs 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.  On
September 9, 1997 the Company entered into a settlement with Amswiss in the form
of cash and stock totaling $436,300. Payment was made by the issuance of 115,000
shares of common stock and $250,000  cash on November 15, 1997.  In addition the
Company issued two warrants to purchase  200,000 shares of common stock at $4.00
and $4.50 per share,  these warrants  expire in November 1998 and November 1999,
respectively, and replace existing warrants.

     On  November  14,  1997 the Company  settled an  administrative  proceeding
pending  before a  Regents  Review  Committee  of the New York  State  Education
Department.  The State Education  Department accepted the settlement by an order
dated  November 14, 1997 and a payment of $10,000 was made in December 1997. The
proceeding had been commenced to determine  whether or not the Company's license
to operate as a  pharmaceutical  manufacturer  in New York  should be revoked or
suspended, based on the Company's 1993 guilty plea in Federal Court on a variety
of charges related to ANDA filings with the Food and Drug Administration in 1988
and 1989. The Company's License remains in effect.

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

     On May 5, 1998 Company's  subsidiary  Caribbean Medical Testing Center Inc.
and  United  HealthCare  of Puerto  Rico  mutually  entered  into a  termination
agreement for the contract between the two companies dated June of 1997.

     Effective  January 1, 1998 the Company entered into an employment  contract
with Mr. Edward Fine extending his employment until September 30, 2002.

Item 6.  Exhibits and Reports on Form 8-K Not applicable
 


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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/ Vincent H. Pontillo
                               VINCENT H. PONTILLO
                                   Controller




Dated: May 15, 1998


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