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 December 31, 1998      Commission File Number 0-11750


                             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 December 31, 1998


                Class                                  Outstanding
                -----                                  -----------  
   Common Stock - $.00l Par Value                       18,317,485

     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
                                      ------    

                                                                   Page
                                                                   ---- 
PART I   Financial Information                                     

Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets
         December 31, 1998 (Unaudited) 
         and September 30, 1998 (Audited)                             3

         Consolidated Condensed Statements of Operations
         Three Months Ended December 31, 1998
         and 1997(Unaudited)                                          4

         Consolidated Condensed Statement of Shareholders' Equity
         for the Three Months Ended December 31, 1998
         (Unaudited)                                                  5

         Consolidated Condensed Statement of Cash Flows
         for the Three Months Ended December 31, 1998
         and 1997 (Unaudited)                                         6

         Notes to 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







<PAGE>



ITEM 1.  FINANCIAL STATEMENTS

                             BIOPHARMACEUTICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET

                                             December 31,         September 30,
                                                1998                  1998
                                                ----                  ----
                                             (Unaudited)           (Audited)
                                             -----------          -------------
                            ASSETS
Current assets:
   Cash                                      $   40,978          $      34,421
   Trade receivables, less allowance for
     doubtful accounts                          593,487                290,268
   Inventories                                  189,679                179,401
   Prepaid expenses and other assets             96,849                124,958
                                             ____________          ____________
               Total current assets             920,993                629,048

Property, plant and equipment, at cost,
   net of accumulated depreciation 
   of $485 in Dec 1998 and $410 is
   Sept. 1998                                       930                  1,005
Intangible assets, at cost, net of
 accumulated amortization
 of $518,100 in Dec 1998 and
 $470,000 in Sept 1998                        3,253,325              3,300,425
                                             _____________       _____________
                                            $ 4,175,248          $   3,930,478
                                           ===============       ==============

               LIABILITIES AND SHAREHOLDERS' EQUITY




   Current liabilities:
       Accounts payable-trade                 $     275,816       $    180,147
       Accrued expenses                           1,466,509          1,423,319
       Net Liability of Discontinued 
        Operations                                  282,764            349,269
       State Income Taxes Payable                    29,000             29,000
       Current maturities of long-term debt         104,341            104,341
                                               _____________        ___________
  
                 Total current liabilities        2,158,430          2,086,076
                                               _____________        ___________ 

   Long-term debt                                 1,411,588          1,426,688
                                               _____________        ___________
   Convertible debentures payable                   575,000            575,000
                                               _____________        ___________

   Shareholders' equity:
       Common Stock - par value $.00l per share      18,317             17,370
         Authorized - 75,000,000 shares
          Issued - 18,317,485 in Dec. 1998, 
          and 17,370,118 in Sept. 1998
       Additional paid-in capital                34,037,450         33,871,890
       Deficit                                  (33,080,925)       (33,101,934)
                                                ____________        ___________ 
                                                    974,842            787,326
   Less Treasury Stock, at cost
                  (103,432 shares)                 (944,612)          (944,612)
                                                ____________        ___________
                                                     30,230           (157,286)
                                              _____________        ____________
                                               $  4,175,248       $  3,930,478
                                                ===========         ===========




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

<PAGE>



                             BIOPHARMACEUTICS, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)


                                                    Three Months Ended
                                                         December 31,     
                                                    -------------------   
                                                     1998            1997
                                                     ----            ----

      
       Net sales:                               $   718,782       $  622,492
       Costs and expenses:
           Cost of sales                            246,046          217,935
           Selling, general and
               Administrative                       357,764          320,477
           Amortization of intangibles               47,100           48,000
                                                    _______          _______
                                                    650,910          586,412
                                                    _______          _______    
                                                     67,872           36,080

       Other deductions:
           Interest expense                         (46,863)         (46,368)
                                                   ___________      ___________
       Net income Continuing operations           $   21,009       $ (10,288)

       Net income from Discontinued Operations           -0-       $  412,003
                                                   __________   _____________  
       Net Income                                 $    21,009      $  401,715
                                                   ===========  =============



       Income (Loss) per share


           Continuing operations                       $0.00          $(0.00)

           Discontinued Operations                     $0.00          $  0.03
                                                   __________       _________
       Income per share                                $0.00          $  0.03
                                                   ==========       =========

       Average shares outstanding                  17,626,004       16,816,732
                                                   ==========       ==========  


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

<PAGE>





                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
                                   (UNAUDITED)
                      THREE MONTHS ENDED DECEMBER 31, 1998


<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)
  (Unaudited)

 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                       130,945          131           18,201                                            18,332

 Shares issued pursuant to
 Sale of Common Stock               555,555          555           99,445                                           100,000

  Shares issued in 
  payment of professional
  services                          139,000          139           24,881                                            25,020

  Net income for the
  three months
  ended December 31, 1998                                                          21,009                             21,009
                                  
                                  ____________   _________     ____________   ____________      _________           _________
  Balance, December 31, 1998       18,317,485      $18,317      $34,037,450   $(33,080,925)     $(944,612)          $  30,230
                                  ============   =========     ============   =============     ==========         ===========
</TABLE>


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

                                       -5-

<PAGE>





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

                                                     1998               1997
                                                     ----               ---- 
Cash flows from operating activities:
Income (Loss) from continuing operations       $   21,009             $(10,288)
Income from discontinued operations                                    412,003

Adjustments to reconcile net income (loss) to
    net cash provided by (used in)
    Operating activities:
       Shares issued in lieu of payment            66,507
       Depreciation and amortization
       continuing operations                       47,175               48,000
       Depreciation and amortization
       discontinued operations                                         206,151 

Changes in certain assets and liabilities:
    Accounts receivable                          (303,219)             131,769
    Inventories                                   (10,278)             (14,674)
    Other current assets                           28,109              (68,840)
    Other assets                                      -0-              (27,930)
    Accounts payable and accrued expenses          72,354               60,748
    Payment in settlement of litigation               -0-             (250,000)
Net cash provided by (used in)                   _________            _________ 
    Operating activities                         ( 78,343)             486,939
Cash flows from investing activities:
Purchase of property plant and equipment                               (81,029)
                                                 ________            _________ 
Net cash provided by (used in)
   investing activities                                -0-             (81,029)
                                                 _________           __________
Cash flows from financing activities:
Sale of common stock                               100,000                  
Repayments of long-term debt                       (15,100)           (689,063)
Net cash provided by (used in)                   _________            ________ 
    financing activities                            84,900            (689,063)
                                                 _________            _________ 
Net change in cash                                   6,557            (283,153)
Cash at beginning of period                         34,421             502,304
                                                __________            _________
Cash at end of period                           $   40,978            $219,151
                                                ===========            =========

   The accompanying notes are an integral part of these financial statements.
                                      -6-
<PAGE>



                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                DECEMBER 31, 1998

A:   CONSOLIDATED STATEMENTS

     The  Consolidated  Condensed  Balance  Sheet as of December 31,  1998,  the
Consolidated  Condensed  Statement  of  Operations  for the three  months  ended
December  31,  1998  and  1997,   the   Consolidated   Condensed   Statement  of
Shareholders'  Equity for the three months ended  December 31, 1998 and 1997 and
the  Consolidated  Statements of Cash Flows for the three months ended  December
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 December  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, 1998.  Results of operations for the
period ended December 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.

B:    DISCONTIUNED OPERATIONS
 
     On December 11, 1998,  the Company  completed  the sale of its wholly owned
subsidiary,  Caribbean Medical Testing Center 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 end December 31, 1998 reflects only the  continuing  operations
of the feminine hygiene line.

     The three-month  numbers for CMT and the  Manufacturing  operations for the
quarter  ended  December  31,  1997  have  been   reclassified  as  discontinued
operations.



<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  restructured  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 December 31, 1998, the Company has cash of approximately $40,000.
  
     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   network  of  seven   nationwide   independent   sales
representative organizations as well new marketing programs and new products.
(*Trademark)

     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

     Sales for the  quarter  ended  December  31,1998 of $718,782  represent  an
increase  of 15.4% from sales of  $622,492  in the  comparable  quarter in 1997.
Sales for the prior  quarter  ended  September  30, 1998 totaled  $312,697.  The
increase  in sales was due  directly  to the  infusion  of  working  capital  to
increase  inventories  and clear all  backorders. 
   
     Gross margins for the first quarter of fiscal 1998 were 65.77%  compared to
64.99% in the same  quarter in fiscal 1997.  Gross margin for the prior  quarter
was 21.47%.  Gross  margins for the  comparable  quarters  were in line with the
product  mix of  Koromex*  and  Vaginex*. (*Trademark) 

     Selling,  general  and  administrative  expenses  increased  to $357,689 in
December  1998 from  $320,447  in the  comparable  quarter in the prior year due
primarily to increases  in selling  expenses for the feminine  hygiene line as a
result of the increased sales. Amortization of intangibles represents trademarks
and trade names for the feminine hygiene line, which was acquired in March 1996.
  
     Interest  expense of  $46,863  represents  interest  for  feminine  hygiene
acquisition and debenture  obligations,  which is comparable to the same quarter
in fiscal 1998.

<PAGE>

PART II--Other Information


   Item 1.        Legal Proceedings

     On July 28, 1998, the Company's former  President  tendered his resignation
and then 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 payroll 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
 











<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/ Vincent H. Pontillo
                                                    VINCENT H. PONTILLO
                                                    Controller/Secretary




Dated: February 25, 1998