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, 1999                  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, 1999.
                  ---------------------------------------------

                     Class                          Outstanding
                     -----                          -----------
          Common Stock - $.001 Par Value            22,755,399


     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 _____






<PAGE>







                             BIOPHARMACEUTICS, INC.

                                      INDEX
                                      -----
<TABLE>
<CAPTION>
                                                                                             PAGE
PART I          FINANCIAL INFORMATION
<S>                                                                                           <C>  
   Item 1.      Financial Statements

                Consolidated Condensed Balance Sheet
                March 31, 1999 (Unaudited) and September 30, 1998 (Audited)                     3

                Consolidated Condensed Statements of Operations
                Three Months and Six Months Ended March 31, 1999 and 1998 (Unaudited)           4

                Consolidated Condensed Statement of Shareholders' Equity
                for the Six Months Ended March 31, 1999 (Unaudited)                             5

                Consolidated Condensed Statement of Cash Flows
                for the Six Months Ended March 31, 1999 and 1998 (Unaudited)                    6

                Notes to the Consolidated 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

</TABLE>


                                       2
<PAGE>


PART I            FINANCIAL INFORMATION

   ITEM 1.        Financial Statements

                             BIOPHARMACEUTICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                           March 31,         September 30,
                                                                             1999                1998
                                                                          (Unaudited)          (Audited)   
                                                                        ============       ==============
<S>                                                                        <C>                <C>
                                 ASSETS
   Current assets:
      Cash                                                               $   387,188        $    34,421
      Trade receivables, less allowance for
        doubtful accounts                                                    579,991            290,268
      Inventories                                                            297,673            179,401
      Prepaid expenses and other assets                                      187,922            124,958
                                                                         ------------       ------------
                                  Total current assets                     1,452,774            629,048

   Property, plant and equipment, at cost, net of
      accumulated depreciation of $3,005 in Mar. l999
      and $410 in Sept. 1998                                                  43,754              1,005
   Intangible assets, at cost, net of accumulated amortization
       of $565,200 in Mar. 1999 and $471,000 in Sept. 1998                 3,206,225          3,300,425
                                                                         ------------       ------------
                                                                         $ 4,702,753        $ 3,930,478
                                                                         ============       ============
                 LIABILITIES AND SHAREHOLDERS' EQUITY

   Current liabilities:
       Accounts payable-trade                                            $   369,410        $   180,147
       Accrued expenses                                                    1,450,870          1,423,319
       Net liability of discontinued operations                               63,933            349,269
       State income taxes payable                                              3,372             29,000
       Current maturities of long-term debt                                  143,264            104,341
                                                                         ------------       ------------
                                  Total current liabilities                2,030,849          2,086,076
                                                                         ------------       -----------       
   Long-term debt                                                          1,340,076          1,426,688
                                                                         ------------       ------------
   Convertible debentures payable                                            575,000            575,000
                                                                         ------------       ------------
   Shareholders' equity:                                                                   
       Common Stock - par value $.00l per share                               22,755             17,370
         Authorized - 75,000,000 shares
          Issued 22,755,399 in Mar. 1999 and 17,370,118 in
          Sept. 1998
       Additional paid-in capital                                         34,848,012         33,871,890
       Deficit                                                           (33,169,327)       (33,101,934)
                                                                         ------------       ------------
                                                                           1,678,685            787,326
   Less Treasury Stock, at cost
       (103,432 shares)                                                     (944,612)          (944,612)
                                                                         ------------       ------------
                                                                             756,828           (157,286)
                                                                         ------------       ------------
                                                                         $ 4,702,753        $ 3,930,478
                                                                         ============       ============  

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


                                       3
<PAGE>




                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              Three Months Ended                  Six Months Ended
                                                                   March 31,                          March 31,
                                                               1999             1998              1999           1998
                                                           ------------     ------------     ------------     ------------
<S>                                                         <C>              <C>                <C>            <C>                
       Revenues:
           Net sales                                       $   620,223       $   619,881     $ 1,339,005      $ 1,242,373
                                                           ------------      ------------    ------------     ------------
       Costs and expenses:
           Cost of sales                                       256,392           240,840         502,438          458,775
           Selling, general and
               administrative                                  412,491           353,117         770,255          673,594
           Amortization of intangibles                          47,100            47,100          94,200           95,100
                                                           ------------      ------------    ------------     ------------
                                                               715,983           641,057       1,366,893        1,227,469
                                                           ------------      ------------    ------------     ------------
                                                               (95,760)          (21,176)        (27,888)          14,904

       Other income (Deductions):
          Other income                                          57,638               ---          57,638              ---
          Interest expense                                     (50,280)          (31,875)        (97,143)         (78,243)
                                                           ------------      ------------    ------------     ------------

       Net income-continuing operations                        (88,402)          (53,051)        (67,393)         (63,339)
 
       Net income-discontinued operations                          ---         1,363,001             ---        1,775,004
                                                           ------------      ------------    ------------     ------------ N
       Net Income                                          $   (88,402)      $ 1,309,950     $   (67,393)     $ 1,711,665
                                                           ============      ============    ============     ============

       Income (Loss) per share

           Continuing operations                                 $0.00             $0.00           $0.00            $0.00
           Discontinued operations                                0.00              0.08            0.00             0.10
                                                                 -----             -----           -----            -----
       Income per share                                          $0.00             $0.08           $0.00            $0.10
                                                                 =====             =====           =====            =====

       Average shares outstanding                           21,718,985        16,830,541      19,861,253       16,823,732
                                                            ==========        ==========      ==========       ==========


<FN>
   The six months ended March 31, 1998 reflects certain reclassifications.
   The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


                                       4
<PAGE>



                             BIOPHARMACEUTICS, INC.

            CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY

                                   (UNAUDITED)

                         SIX MONTHS ENDED MARCH 31, 1999


<TABLE>
<CAPTION>

                                           Common  Stock              Additional
                                     Number of           Par            Paid-In                        Treasury
                                       Shares            Value           Capital        Deficit         Stock            Total
                                     ----------         -------      -----------     ------------     ----------      ----------
<S>                                <C>                <C>           <C>             <C>             <C>            <C>   

  Balance, September 30, 1998        17,370,118         $17,370      $33,871,890     $(33,101,934)    $(944,612)      $(157,286)
    (Audited)

  Shares issued to debenture
    holders in lieu of interest
    payment                             121,867             122           23,033              ---           ---          23,155

  Shares issued in payment of
    note payable and interest due       101,846             102           18,230              ---           ---          18,332
 

  Shares issued pursuant to
    sale of common stock              4,444,443           4,444          795,556              ---           ---         800,000

  Shares issued in payment
    of professional services            717,125             717          139,303              ---           ---         140,020

  Net loss for the six months
    ended March 31, 1999                    ---             ---              ---          (67,393)          ---         (67,393) 
                                     ----------         -------      -----------     -------------    ----------      ----------
  Balance, March 31, 1999            22,755,399         $22,755      $34,848,012     $(33,169,327)    $(944,612)      $ 756,828
                                     ==========         =======      ===========     =============    ==========      ==========


<FN>

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


                                       5
<PAGE>
                                                          










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

                                                                                1999                1998
                                                                            ------------        ------------
<S>                                                                        <C>                      <C>
 Cash flows from operating activities:
      Income (Loss) from continuing operations                              $   (67,393)        $   (63,339)
      Income from discontinued operations                                           ---           1,775,004
      Operating activities:
        Shares issued in lieu of payment                                        181,507             353,513
        Depreciation and amortization
          Continuing operations                                                  96,795              96,000
        Depreciation and amortization
          Discontinued operations                                                   ---             383,836
      Changes in certain assets and liabilities:
        Accounts receivable                                                    (289,723)           (989,792)
        Inventories                                                            (118,272)              6,553
        Other current assets                                                    (62,964)           (157,047)
        Other assets                                                                ---              40,881
        Accounts payable and accrued expenses                                   (94,150)           (469,910)
        Payment in settlement of litigation                                         ---            (250,000)
                                                                            ------------        ------------
                Net cash provided by (used in) operating activities            (354,200)            725,699
                                                                            ------------        ------------
 Cash flows from investing activities:
      Purchase of property, plant and equipment                                 (45,344)           (108,132)
                                                                            ------------        ------------
                Net cash provided by (used in) investing activities             (45,344)           (108,132)
 Cash flows from financing activities:
      Sale of common stock                                                      800,000                 ---
      Repayments of long-term debt                                              (47,689)         (1,047,773)
                                                                            ------------        ------------
                 Net cash provided by (used in) financing activities            752,311          (1,047,773)
                                                                            ------------        ------------
 Net change in cash                                                             352,767            (430,206)
 Cash at beginning of period                                                     34,421             502,304
                                                                            ------------        ------------
 Cash at end of period                                                      $   387,188         $    72,098
                                                                            ============        ============


<FN>

     The six months ended March 31, 1998 reflects certain reclassifications.
     The accompanying notes are an integral part of these financial statements.

</FN>
</TABLE>



                                       6
<PAGE>

                                                               





                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                 MARCH 31, 1999



A.   Consolidated Condensed Financial Statements


     The  Consolidated  Condensed  Balance  Sheet  as of  March  31,  1999,  the
Consolidated  Condensed  Statement  of  Operations  for the  three and six month
periods ended March 31, 1999 and 1998, the Consolidated  Condensed  Statement of
Shareholders'  Equity for the six month  period  ended March 31,  1999,  and the
Consolidated  Condensed Statements of Cash Flows for the periods ended March 31,
1999 and 1998 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, 1999 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, 1998.  Results of operations for the
period  ended  March 31, 1999  are not  necessarily  indicative of the operating
results to be expected for the full year and such results are subject toyear-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.   Discontinued Operations

     On December 11, 1998,  the Company  completed  the sale of its wholly owned
subsidiary,  Caribbean Medical Testing Centers,  Inc. ("CMT"),  which was in the
business  of  multi-phase  specialty  medical  testing and  laboratory  services
throughout  Puerto  Rico.  Under the terms of the sale,  common stock of CMT was
sold for  $4,700,000,  payable  as  follows:  $600,000  to be held in escrow for
specified outstanding taxes,  $2,600,000 in cash and the waiver of the Company's
guaranty of a $1,500,000 note held by the purchaser.  In addition and as part of
its  settlement  with  other  creditors,  the  Company  settled  an  outstanding
indebtedness to Dondo Associates,  Inc. ("Dondo") by assigning $2,600,000 of the
cash proceeds from the CMT sale to Dondo in exchange for the cancellation of the
Company"s  outstanding  promissory  note (incurred by the Company as a result of
the acquisition of CMT) to Dondo totaling $4,117,715 inclusive of interest.  The
results of operations of CMT for the fiscal year ended  September 30, 1998, have
been classified as discontinued operations.

     In connection  with the Company's  restructuring  plan,  the  manufacturing
operations of its generic  pharmaceutical  product  subsidiary were discontinued
effective  September 30, 1998. The Company is presently  liquidating  the entire
manufacturing operations.

     The quarter ended March 31, 1999 reflects only the continuing operations of
the feminine hygiene product line.

     The three and six month  numbers for CMT and the  manufacturing  operations
for the period  ended  March 31,  1998 have been  reclassified  as  discontinued
operations.

                                       7
<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 long and  short-term  debt,  convertible
debentures  or  notes  and the  sale  of  common  stock.  The  Company  incurred
$2,000,000 of long-term debt in fiscal 1996 for the  acquisition of the feminine
hygiene  product line. The payment of this note was  restructureded  in December
1998. In fiscal 1997, the Company  incurred  long-term debt of $575,000 with the
issuance  of  Convertible  Debentures.  As of  September  30,  1998,  all  other
long-term  debt was converted to common stock,  repaid or canceled.  In December
1998,  the Board of Directors  authorized  the  issuance of Rule 144  restricted
shares of common stock in a private placement to raise up to $1,000,000 in order
to provide immediate and essential working capital.  As a result of this private
placement, the Company has raised $800,000:  $100,000 in December 1998, $500,000
in January 1999 and $200,000 in February  1999.  The Company also raised capital
from the  sales  of  common  shares,  the  proceeds  of  which  are as  follows:
$2,547,658  in Fiscal  1996,  $1,075,000  in Fiscal 1997 and  $182,556 in Fiscal
1998. As of March 31, 1999, the Company has cash of $387,188.

     With  the  restructuring  of the  Company,  the  feminine  hygiene  Branded
products have become the core  business with which the company  expects to grow.
The  Brands,   which  were  acquired  in  March  1996,  have  been   established
approximately  over  thirty  years on average and are sold under the Brand names
Vaginex*, Koromex* and Feminique*.  Sales of these Brands are being made to food
and drug chains, drug wholesalers,  domestic and overseas distributors,  clinics
and  government  agencies.  The Company  expects to expand  sales of these Brand
names in Fiscal 1999 through increased  advertising,  aggressive sales marketing
through the Company's new nationwide  independent sales  representatives as well
as new marketing programs and new products.

     The  Company   believes  that  the  foregoing,   private   placement,   the
restructuring of its long-term debt and the expected increased sales volume will
be adequate to meet its current objectives.

     RESULTS OF OPERATIONS

     Revenues of continuing operations for the quarter ended March 31, 1999 were
$620,223  representing  a slight  increase  over  revenues  of  $619,881  in the
comparable  quarter  ended March 31, 1998.  Revenues for the prior quarter ended
December  31,  1998 were  $718,782.  For the six  months  ended  March 31,  1999
revenues  were  $1,339,005  versus  $1,242,373 in the  comparable  six months of
fiscal 1998.  Revenues for fiscal 1999 and 1998  remained  fairly  constant even
though the industry as a whole has been consolidating.

     Gross margins of continuing operations for the quarter ended March 31, 1999
were 58.7%  compared to 61.2% in the same quarter in 1998.  Gross margin for the
prior  quarter was 65.8%.  Gross margins of  continuing  operations  for the six
months  ended March 31, 1999 were 62.5%  compared to 63.1% in the same period in
1998.  The net loss of continuing  operations  for the second  quarter of fiscal
1999 was  $88,402 or 14.3%  compared  to  $53,051  or 8.6% in 1998.  For the six
months ended March 31, 1999 the net loss of continuing operations was $67,393 or
5.0%  compared  to $63,339 or 5.1% in 1998.  For the six months  ended March 31,
1999 the  overall  net loss was  $67,393  compared  to a net  profit  in 1998 of
$1,711,665 which includes income of $1,775,004 from discontinued operations. The
decrease in gross  margin and the minor  increase in net losses from  continuing
operations  were  primarily  due to the  climate  of the  industry  in  order to
maintain market share.  During the latter part of the second quarter the Company
has  implemented  various  maneuvers  which should  secure the Compan's  overall
improvement in both gross margin and net income.

     Selling,  general  and  administrative  expenses of  continuing  operations
increased to $412,491  from  $353,117 and $770,255  from $673594 for the quarter
and six  months  ended  March 31,  1999  respectively.  The  increases  in these
expenses  were  primarily  due to  advertising  and  consulting  fees to  better
position the Company's products within the industry.

     Interest  expense of continuing  operations for the quarter ended March 31,
1999 was $50,280  compared to $31,875 in the same  quarter in 1998.  For the six
months ended March 31, 1999 interest  expense was $97,143 versus $78,243 for the
same period in 1998.  The increase in interest  expense was primarily due to the
Company's note obligations which was restructured December 15, 1998.


                                       8
<PAGE>





PART II       OTHER INFORMATION

   Item 1.    Legal Proceedings

     On July 28, 1998, the Company's former  President  tendered his resignation
but remained with the Company as a consultant.  The consulting  arrangement  was
terminated shortly thereafter by the Company. The former President commenced  an
action on September 15, 1998 against the Company asserting non-payment of, among
things,  salary  of  $23,000  and  fees  arising  from  a  consulting  agreement
aggregating approximately $94,000. The Company intends to vigorously defend this
lawsuit  and has filed  counterclaims  for  breach  of  contract  and  breach of
fiduciary  duty. Due to  uncertainties  inherent in litigation and the Company's
intention to pursue its counterclaims,  only $23,000 of accrued payment has been
provided for in the Consolidated Financial Statements.

     The  Company  has  accrued  estimated  settlements  of  pending  litigation
aggregating $219,000 and recorded this amount in its Consolidated  Statements of
Operations for the year ended September 30, 1998. These claims are substantially
in  connection   with  alleged  legal  services   performed  and  disputes  over
merchandise purchases.


   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-Not applicable




                                       9
<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/ Jonathan Rosen
                             BIOPHARMACEUTICS, INC.
                                   REGISTRANT

        By: JONATHAN ROSEN, Acting President and Chief Executive Officer







                                /s/ John J. Grein
                                  JOHN J. GREIN
                      Sr. Vice President-Finance/Secretary




Dated: May 14, 1999



                                       10
<PAGE>