U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended: November 30, 2000
                                                 -----------------

( )  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from     to
                                                        ----   ----

                         Commission file number 0-21320
                                                -------

                                 Magna-Lab Inc.
                                 --------------
        (Exact name of small business issuer as specified in its charter)

         New York                                      11-3074326
-------------------------------             ---------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

                 6800 Jericho Turnpike, #120W, Syosset, NY 11797
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (516) 393-5874
                           ---------------------------
                           (Issuer's telephone number)

--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 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 90 days. Yes ( X ) No ( )

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date - January 10, 2001

   Class A Common Stock, $.001 Par Value                           58,774,187
   -------------------------------------                           ----------

   Class B Common Stock, $.001 Par Value                              408,840
   -------------------------------------                           ----------
                 Class                                               Shares



    Transitional Small Business Disclosure Format (check one) Yes ( ) No (X)


<PAGE>




PART I: FINANCIAL INFORMATION
        ITEM 1. - FINANCIAL STATEMENTS

                          MAGNA-LAB INC. AND SUBSIDIARY


                                    CONTENTS



PART 1 - FINANCIAL INFORMATION (UNAUDITED)

         ITEM 1. - FINANCIAL STATEMENTS

                  CONSOLIDATED BALANCE SHEETS                                  2

                  CONSOLIDATED STATEMENTS OF OPERATIONS                        3

                  CONSOLIDATED STATEMENTS OF CASH FLOWS                        4

                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY               5

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 6-9

         ITEM 2.   - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                  OF OPERATION                                             10-11

PART II - OTHER INFORMATION

         ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS                   12

         ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS             12

         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                            12

SIGNATURES                                                                    13

















All items which are not  applicable or to which the answer is negative have been
omitted from this report.

                                       1
<PAGE>
<TABLE>
<CAPTION>


                          MAGNA-LAB INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
               November 30, 2000 (unaudited) and February 29, 2000


                                                                                     November 30,      February 29,
                                                                                            2000              2000
                                                                                     ------------      ------------
                                     ASSETS

<S>                                                                                 <C>               <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                         $   3,776,000     $   1,372,000
  Other current assets - deposit with vendor                                              107,000           130,000
                                                                                          -------           -------
     Total current assets                                                               3,883,000         1,502,000

PROPERTY AND EQUIPMENT, net, and all other                                                  6,000             9,000
                                                                                    --------------    --------------

                                                                                    $   3,889,000     $   1,511,000
                                                                                    ==============    ==============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                 $      363,000     $     283,000
  Accrued expenses and other current liabilities                                          281,000           942,000
                                                                                   ---------------    --------------
        Total current liabilities                                                         644,000         1,225,000
                                                                                   ---------------    --------------

NON-CURRENT LIABILITIES                                                                         -            37,000
                                                                                   ---------------    --------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, par value $.01 per share, 5,000,000
     shares authorized, no shares issued                                                        -                 -
  Common stock, Class A, par value $.001 per share,
     100,000,000 shares authorized, 58,774,187 and 30,811,087
     shares, respectively,  issued and outstanding.                                        58,000            30,000
  Common stock, Class B, par value $.001 per share,
     3,750,000 shares authorized, 1,875,000 shares issued,
     408,840 and 735,034 shares, respectively, outstanding                                  1,000             1,000
  Capital in excess of par value                                                       21,912,000        17,675,000
  Class A common stock subscribed (18,181,818 shares)                                   4,000,000                 -
  Common stock subscriptions receivable                                                (4,000,000)                -
  Accumulated deficit                                                                 (18,726,000)      (17,457,000)
                                                                                   ---------------    --------------
        Total stockholders' equity                                                      3,245,000           249,000
                                                                                   ---------------    --------------
                                                                                   $    3,889,000     $   1,511,000
                                                                                   ===============    ==============




           See accompanying notes to consolidated financial statements

</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>


                          MAGNA-LAB INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)









                                                              Three months ended                        Nine months ended
                                                                     November 30,                             November 30,
                                                             2000           1999                      2000           1999
                                                             ----           ----                      ----           ----

<S>                                                   <C>            <C>                       <C>            <C>
REVENUES                                              $         -    $         -               $         -    $         -
                                                      ------------   ------------              ------------   ------------


COSTS AND EXPENSES:
  Selling and marketing                                         -              -                         -              -
  General and administrative                              488,000         16,000                   810,000        164,000
  Research and development                                145,000        328,000                   540,000        723,000
                                                      ------------   ------------              ------------   ------------
                                                          633,000        344,000                 1,350,000        887,000
                                                      ------------   ------------              ------------   ------------

OTHER INCOME (EXPENSE):
  Other income                                                  -              -                         -              -
  Interest expense                                              -              -                         -              -
  Interest income                                          39,000              -                    81,000              -
                                                      ------------   ------------              ------------   ------------

NET LOSS                                              $  (594,000)   $  (344,000)              $(1,269,000)   $  (887,000)
                                                      ============   ============              ============   ============


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING,
 BASIC AND DILUTED                                     53,985,000     22,601,000                43,995,000     22,534,000
                                                      ============   ============              ============   ============

NET LOSS PER SHARE,
  BASIC AND DILUTED                                   $     (0.01)   $     (0.02)              $     (0.03)   $     (0.04)
                                                      ============   ============              ============   ============












           See accompanying notes to consolidated financial statements
</TABLE>
                                       3
<PAGE>
<TABLE>
<CAPTION>


                          MAGNA-LAB INC. AND SUBSIDIARY


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                   (unaudited)



                                                                                           Nine months ended November 30,
                                                                                              2000                  1999
                                                                                              ----                  ----
<S>                                                                                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                           $  (1,269,000)        $    (887,000)
                                                                                     --------------        --------------
  Adjustments:
    Depreciation and amortization                                                             3,000                1,000
    Non-cash charge for warrants/options to consultants                                     275,000                    -
  Effect on cash of changes in operating assets and liabilities:
    Accounts payable and accrued liabilities and all other                                 (557,000)             783.000
                                                                                     ---------------       --------------
           Total adjustments                                                               (279,000)             784.000
                                                                                     ---------------       --------------

NET CASH USED IN OPERATING ACTIVITIES                                                    (1,548,000)            (103,000)
                                                                                     ---------------       --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    None                                                                                          -                    -
                                                                                     ---------------       --------------
NET CASH USED IN INVESTING ACTIVITIES                                                             -                    -
                                                                                     ---------------       --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of Class A common shares in private placement to accredited investors          995,000               30,000
    Stock subscriptions and deposits collected                                            3,250,000                    -
    Exercise of options                                                                     140,000                    -
    Issuance of demand notes payable to shareholders                                              -               20,000
    Cost of private placements                                                             (461,000)             (14,000)
    Other equity                                                                             28,000                    -
                                                                                     ---------------       --------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                       3,952,000               36,000
                                                                                     ---------------       --------------

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                                                                     2,404,000              (67,000)
CASH AND CASH EQUIVALENTS:
  Beginning of period                                                                     1,372,000               67,000
                                                                                     ---------------       --------------
  End of period                                                                      $    3,776,000        $           -
                                                                                     ===============       ==============


SUPPLEMENTAL INFORMATION ON NON-CASH TRANSACTIONS
    Common stock subscribed                                                          $    4,000,000        $           -
                                                                                     ===============       ==============
    Common stock issued to settle account payable                                    $       18,000        $           -
                                                                                     ===============       ==============
    Bridge loans settled with issuance of Class A common stock                       $       20,000        $           -
                                                                                     ===============       ==============







           See accompanying notes to consolidated financial statements

</TABLE>
                                       4
<PAGE>
<TABLE>
<CAPTION>


                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
             For the nine months ended November 30, 2000 (unaudited)



                                                Common Stock
                                         ---------------------------           Capital in
                                         Class A             Class B             Excess                      Common        Stock
                                     ----------------    ----------------        of Par     Accumulated       Stock    Subscriptions
                                     Shares    Amount    Shares    Amount        Value        Deficit      Subscribed    Receivable
                                ----------------------------------------------------------------------------------------------------

<S>                              <C>         <C>        <C>       <C>       <C>            <C>            <C>           <C>
BALANCES, February 29, 2000      30,811,087  $ 30,000   735,034   $ 1,000   $ 17,675,000   $(17,457,000)  $         0   $         0

PRIVATE PLACEMENT                 4,536,907     5,000         -         -        990,000              -             -             -

DEPOSIT FROM NOGA                         -         -         -         -        100,000              -             -             -

SETTLE VENDOR BALANCE               100,000         -         -         -         18,000              -             -             -

PAY BRIDGE NOTES IN STOCK            90,909         -         -         -         20,000              -             -             -

CONVERT B TO A SHARES               326,194         -  (326,194)        -              -              -             -             -

CHARGE FOR WARRANTS                       -         -         -         -        275,000              -             -             -

COSTS OF PRIVATE PLACEMENTS               -         -         -         -       (461,000)             -             -             -

OTHER EQUITY                              -         -         -         -         28,000              -             -             -

COMMON STOCK SUBSCRIBED                   -         -         -         -              -              -     7,150,000    (7,150,000)

NOGA SUBSCRIPTIONS PAID          14,318,181    14,000         -         -      3,136,000              -    (3,150,000)    3,150,000

OPTIONS EXERCISED                 7,000,000     7,000         -         -        133,000              -             -             -

APPLY  NOGA DEPOSITS              1,590,909     2,000         -         -         (2,000)             -             -             -

NET LOSS                                  -         -         -         -              -     (1,269,000)            -             -
                                ----------------------------------------------------------------------------------------------------

BALANCES, November 30, 2000      58,774,187  $ 58,000   408,840   $ 1,000   $ 21,912,000   $(18,726,000)  $ 4,000,000   $(4,000,000)
                                ====================================================================================================


           See accompanying notes to consolidated financial statements

</TABLE>
                                       5
<PAGE>




                          MAGNA-LAB INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with the  instructions  to Form 10-QSB and do not include all of the
information  and   disclosures   required  by  generally   accepted   accounting
principles.  All adjustments  which are of a normal recurring nature and, in the
opinion of  management,  necessary for a fair  presentation  have been included.
These  statements   should  be  read  in  conjunction  with  the  more  complete
information and consolidated  financial statements and notes thereto included in
the Company's annual report on Form 10-KSB for the year ended February 29, 2000.

NOTE 2 - DISCUSSION OF THE COMPANY'S  ACTIVITIES/PRODUCTS AND CASH REQUIREMENTS;
GOING CONCERN CONSIDERATION:

COMPANY ACTIVITIES - Magna-Lab Inc. and Subsidiary (the "Company") is engaged in
research and  development  activities.  The Company's  activities are devoted to
developing  disposable,  non-invasive and minimally invasive medical devices for
use in increasing the  effectiveness of Magnetic  Resonance  Imaging ("MRI") for
the detection and definitive  diagnosis of Coronary Artery Disease (the "Cardiac
MRI Initiative").  The Company's planned principal  products have been developed
in  conjunction  with a  collaboration  with  the  Zena and  Michael  A.  Weiner
Cardiovascular  Institute of the Mount Sinai School of Medicine  ("MSSM") in New
York.

See Form 10-KSB for the year ended  February  29, 2000 for a  discussion  of the
background and history prior to the Company's restructuring in 1997 into its
current activities.

The Company's  recent  financing  activities  are discussed in further detail in
Note 6.  During  the  quarter  ended  August 31,  2000,  the  Company  finalized
arrangements  to  raise a total  of  $7,290,000  of  equity  capital  (including
subscriptions for $7,150,000 and $140,000 of planned option exercises).  Through
November 30, 2000, $3,290,000 of this commitment has been received. As such, the
accompanying  consolidated  financial statements,  as of November 30, 2000, show
the Company had working  capital of  approximately  $3,239,000  and net worth of
approximately  $3,245,000.  Although  the Company  has no present  revenue and a
continuing  development agenda, it currently believes that its present financial
resources are  sufficient to fund its  operations  for the coming twelve months.
Further,  the Company believes that upon collection of the remaining  $4,000,000
of  subscriptions,  it will have financial  resources to fund its operations for
longer than one year.

In reporting  periods prior to August 31, 2000, the Company had reported that it
was subject to certain going concern considerations.

NOTE 3 - LOSS PER SHARE OF COMMON STOCK:

Net loss per share is computed  based on the weighted  average number of Class A
Common and Class B Common  shares  outstanding.  Dilutive  options and  warrants
outstanding would be considered in the computation of net income per share under
the treasury stock method when their effect is to reduce reported net income per
share.

NOTE 4 -  RELATIONSHIP  WITH THE  ZENA  AND  MICHAEL  A.  WEINER  CARDIOVASCULAR
INSTITUTE OF THE MOUNT SINAI SCHOOL OF MEDICINE:

In May 1997, the Company  entered into a three-year  agreement with the Zena and
Michael A. Weiner Cardiovascular Institute of the Mount Sinai School of Medicine
(New York City) and Dr. Valentin Fuster (as principal investigator) ("MSSM") for
a  collaborative  research  arrangement  devoted  to  utilizing  MRI in  cardiac
arterial  imaging  (the  "Cardiac MRI  Initiative").  Under the  agreement,  the
Company is  required  to make  payments to MSSM of $600,000 in each of the first
and second years and $300,000 in the third year. The start of the annual periods
was delayed until August 1997.  In January and April 2000,  the Company and MSSM
agreed that certain work  contemplated by the Agreement needed to be rescheduled
as a result of, among other things,  development  delays in 1999.  As such,  the
Company and MSSM agreed to the following schedule for payment of the accrued and
remaining payments; $150,000 in each of March, April, July and October 2000 (all
of which  payments  have been made).  The  agreement  with MSSM was concluded at
October 31, 2000, as agreed.

                                       6
<PAGE>

The Company has also agreed to pay royalties,  as defined in the  agreement,  to
MSSM  for the  sole  and  exclusive  right to use,  make,  have  made,  sell and
otherwise exploit the results of the collaboration.

The Company accrued for the cost of the collaboration  with MSSM as research and
development expense monthly, based upon the originally scheduled $600,000 annual
payments from August 1997 to July 1999 and $300,000  annual payments from August
1999 to July 2000.

For the quarter and nine months ended  November  30,  2000, $ -0- and  $125,000,
respectively, was charged to operations and $150,000 and $600,000, respectively,
was paid. For the quarter and nine months ended November 30, 1999,  $150,000 and
$450,000,  respectively,  was charged to operations and no amounts were paid. At
November  30, 2000 and February  29,  2000,  $ -0- and  $475,000,  respectively,
remained in accrued liabilities.

NOTE 5 - PROPERTY AND EQUIPMENT:

Details of property and equipment at November 30, 2000 are as follows:

         Machinery and equipment                                    $  360,000
         Purchased software                                             49,000
                                                                    -----------
                                                                       409,000
         Less: accumulated depreciation and amortization
            and write-downs                                           (403,000)
                                                                    -----------
                                                                    $    6,000
                                                                    -----------

NOTE 6 - 2000 PRIVATE PLACEMENT OF COMMON STOCK:

INVESTMENT  ARRANGEMENTS  FOR 2000 - In the fourth  quarter  of the fiscal  year
ended February 29, 2000, the Company was successful in raising  $2,218,000 under
two  arrangements  aimed at raising an aggregate of $5,000,000.  During the nine
months ended  November 30, 2000,  an  additional  approximately  $3,250,000  was
raised bringing the total raised to approximately $5,468,000. These transactions
are described below.

From  December  1999 through  February 29, 2000,  the Company was  successful in
raising  $1,468,000 of proceeds from the issuance of 6,672,727 shares of Class A
common  stock under a $2,000,000  private  placement  to  accredited  investors.
During the nine months  ended  November 30, 2000,  an  additional  approximately
$1,000,000 of proceeds was raised from the issuance of 4,536,907 shares of Class
A common stock under this placement.

Separately,  in December 1999 an investor, Noga Investments in Technology,  Ltd.
("Noga")  made a  non-refundable  $250,000  deposit  with the  Company  toward a
proposed  investment  of  $3,000,000  for the purchase of a total of  13,636,363
shares of class A common stock over a seven month  period  ending (as amended in
May 2000) in July  2000.  The  agreement,  as  amended  in May 2000,  called for
investments  of  $500,000,  which were made,  prior to  February  29,  2000,  an
additional non-refundable deposit of $100,000 in May 2000 (which was made) and a
remaining investment of $2,150,000 to have been made prior to September 30, 2000
(which was made). Upon completion of these investment  commitments,  Noga was to
receive  Class A common  shares for the  aggregate  $350,000  of  non-refundable
deposits  (the original  $250,000 plus the  additional  May 2000  $100,000).  In
addition,  Noga had the option to purchase  such  additional  shares as would be
necessary  to  satisfy  minimum  capital  requirements  for  listing  on  Nasdaq
SmallCap, at $0.22 prior to July 27, 2000, (the "Listing Option") as well as the
option discussed in the next paragraph.

                                       7
<PAGE>

In connection with both transactions, the Company has agreed to provide warrants
to  purchase  7,000,000  shares  of  Class A common  stock at $0.02  ($140,000),
3,500,000 to an officer of the Company and 3,500,000 to Noga, both of which have
been exercised.  Additionally,  the Company has agreed to certain representation
on its Board of  Directors.  Certain fees and costs are to be paid in connection
with the amounts raised.

ADDITIONAL INVESTMENT  COMMITMENTS AND REVISED PAYMENTS IN THE NINE MONTHS ENDED
NOVEMBER 30, 2000 - In July 2000, the following  changes to the above  described
arrangements  were  agreed to between  Noga,  an officer of the  Company and the
Company.

In exchange for new investment undertakings by Noga, the Company and Noga agreed
that Noga would provide its remaining  $2,150,000 due at July 27, 2000 under the
original  commitment  as follows:  $750,000 on July 28, 2000 $700,000 by each of
September 15, 2000 and October 15, 2000 (all of which has been paid).

In addition,  the Company and Noga agreed to replace  Noga's Listing Option with
(a) Noga's  commitment to purchase for $3,000,000,  and (b) the commitment by an
officer of the Company to purchase  for  $2,000,000  (after a portion is offered
first to certain  investors and management),  an aggregate  22,727,272 shares of
Class A Common Stock of the Company.  Noga's  $3,000,000 new investment is to be
made as follows: $1,000,000 prior to September 30, 2000 (which was paid) and the
remaining  $2,000,000 prior to October 31, 2000. The officer's new investment of
$2,000,000 is required to be paid by him or by current  investors and management
prior to September 30, 2000. Both the remaining Noga investment ($2,000,000) and
the officer's new  investment  ($2,000,000)  remain unpaid and the Company,  the
officer and Noga are  discussing  various  matters  related to  finalizing  such
commitments.

Noga has executed,  and the officer of the Company has agreed to execute,  Notes
Payable  to the  Company to secure  their  commitment  to  provide an  aggregate
$7,150,000  in  financing  for the  Company.  The  Company  has  recorded  these
remaining  financing  commitments as "Class A common stock  subscribed"  and the
related   receivable  as  "Common  stock   subscriptions   receivable"   in  the
accompanying  consolidated financial statements.  To the extent that such common
stock subscriptions receivable are paid prior to the release of the consolidated
financial  statements,  they are included  among current  assets as permitted by
Emerging Issues Task Force  pronouncement 85-1 and SEC Staff Accounting Bulletin
40 Topic 4E. To the extent that such subscriptions receivable remain outstanding
prior to the release of the consolidated  financial  statements,  they have been
included as a contra amount in consolidated stockholders' equity.

NOTE 7 - OTHER MATTERS:

INCREASE IN  AUTHORIZED  SHARES OF CLASS A COMMON STOCK - On September 28, 2000,
the shareholders of the Company approved the amendment of the Company's  Amended
Certificate of Incorporation to increase the authorized shares of Class A common
stock  from  40,000,000  to  100,000,000.   Such  change  is  reflected  in  the
accompanying consolidated balance sheet at November 30, 2000.

INCREASE  IN SHARES OF CLASS A COMMON  STOCK  AVAILABLE  FOR STOCK  OPTIONS - On
September 28, 2000, the shareholders of the Company approved the increase in the
number of shares of Class A common  stock  available  under the  Company's  1992
Stock Option Plan from 1,000,000 to 14,000,000. Because management and the Board
controlled  enough  votes to assure  passage of the  increase  in the plan as it
relates to options granted which were subject to such approval,  the Company has
not recorded a charge to  operations  as a result of the passage of the increase
in the plan.

WARRANTS ISSUED TO CONSULTANTS - During the quarter ended November 30, 2000, the
Company  completed  negotiating a consulting  agreement  with one Director which
includes that Director  being granted  options to purchase  2,500,000  shares of
Class A Common Stock at $0.49 per share  vesting over two years and  exercisable
for five years.  Generally  accepted  accounting  principles  requires  that the
Company record a charge to compensation for such options issued to a consultant.
Based upon a calculation  utilizing Black Scholes  methodology,  the Company has
recorded  a charge  to third  quarter  and nine  month  operations  of  $200,000
reflecting  $150,000 for the quarter and $50,000 to reflect the retroactive date
of August 1, 2000 of the agreement.

                                       8
<PAGE>

In March 2000,  the Company  entered into a contract with an investor  relations
firm calling for annual fees of approximately  $48,000 plus expenses.  Under the
agreement,  the Company  agreed to issue five year warrants to purchase  280,000
shares of Class A common  stock at an  exercise  price of $0.22 per  share.  The
options  vest as follows:  120,000 in March 2000 and  160,000 in November  2000,
subject to the  Company  electing  to  continue  to retain the  services of this
investor  relations  firm at that  time.  The  warrants  result  in a charge  to
compensation  over the period of service and  approximately  $25,000 and $75,000
has  been  included  as a  non-cash  charge  in  the  accompanying  consolidated
statements of operations  for the three and nine months ended November 30, 2000,
respectively.

DEPOSIT  WITH  VENDOR  -  Deposit  with  vendor  of  $107,000  included  in  the
accompanying November 30, 2000 consolidated balance sheet consists of amounts on
deposit with the Company's outsourced manufacturer.  This amount will be deduced
from the final  billings due to this vendor.  Billings from this vendor for work
performed  during the nine months  ended  November  30, 2000 were  approximately
$106,000.

LIABILITIES  SETTLED FOR STOCK - During the nine months ended November 30, 2000,
the  Company  reached  agreement  with one vendor and with the holders of bridge
loans made to the Company in September 1999 to settle these  obligations,  which
aggregated  approximately  $37,000,  for an aggregate  190,909 shares of Class A
common stock.


NOTE 8 - COMMITMENTS AND CONTINGENCIES:

DEBT  REDUCTION  PROGRAM -  Information  regarding  the Debt  Reduction  Program
commenced in 1997 is contained in Note 8 to  Consolidated  Financial  Statements
contained  in the  Company's  Form 10-KSB for the year ended  February 29, 2000.
There has been no material change in the status of such program.

LITIGATION  - The  Company  knows of no pending  litigation  against it although
there have been some unpaid  judgments  against  the Company for various  claims
that the Company believes do not exceed $25,000. The Company could be exposed to
potential  litigation  from  agreements  entered  into in  connection  with  its
discontinued  business activities as further discussed in Note 8 to Consolidated
Financial  Statements  contained in the Company's Form 10-KSB for the year ended
February  29,  2000.   The  Company  has  not  recorded   liabilities   for  any
contingencies  that could arise from these  agreements as it cannot  estimate an
amount of liability, if any.




                                       9
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



   EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS REPORT AND THE
  FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANINGS
       OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE
       SECURITIES EXCHANGE ACT OF 1934. SUCH STATEMENTS INVOLVE RISKS AND
   UNCERTAINTIES AND THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
     THOSE DISCUSSED HEREIN. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
  DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW IN FACTORS
                         THAT MAY AFFECT FUTURE RESULTS


     (B) MANAGEMENT'S ANALYSIS AND DISCUSSION OR PLAN OF OPERATIONS -


     LIQUIDITY AND CAPITAL RESOURCES

     As of November 30, 2000, the Company had working  capital of  approximately
$3,239,000  and  net  worth  of   approximately   $3,245,000,   improvements  of
approximately   $3,000,000  from  the  year  ended  February  29,  2000.   These
improvements  result  principally  from (a) the placement of  additional  shares
under its private placement to accredited investors (approximately  $1,000,000),
(b) the receipt of deposits and common stock subscriptions  receivable from Noga
toward its  financing  commitment to the Company  ($3,250,000),  (c) exercise of
warrants issued in connection  with such financings of $140,000,  reduced by (d)
losses from operations and the payment of private placement costs.

     Although the Company has no present  revenue and a  continuing  development
agenda,  it  currently  believes  that  its  present  financial   resources  are
sufficient to fund its  operations for the coming twelve  months.  Further,  the
Company   believes  that  upon   collection  of  the  remaining   $4,000,000  of
subscriptions,  it would have  financial  resources to fund its  operations  for
longer than one year.


     RESULTS OF OPERATIONS

     Operations  for the three and nine months ended  November 30, 2000 resulted
in  a  net  loss  of  approximately   $594,000  and  $1,269,000,   respectively,
principally in connection with the Company's business and development activities
under the Cardiac MRI  Initiative.  During the quarter ended  November 30, 2000,
the  Company  completed  its  collaboration  with  MSSM and,  as such,  costs of
research and development  decreased and business development expenses increased.
Research  and  development  costs  totaled  approximately  $145,000 and 540,000,
respectively,  during the quarter  and nine  months  ended  November  30,  2000.
General  and  administrative  costs were  approximately  $488,000  and  810,000,
respectively  for the quarter and nine months ended November 30, 2000 reflecting
management  and  other  operating  costs   including   occupancy,   storage  and
professional  fees,  among  other  items  and  included  a  non-cash  charge  of
approximately  $225,000 and $275,000,  respectively for the compensatory element
of  warrants  issued to  consultants.  Total costs and  expenses  were offset by
interest  income of  approximately  $39,000  and  $81,000,  respectively  in the
quarter and nine months ended November 30, 2000 as a result of the investment of
higher  cash  balances.  The  increase  in total  costs  and  expenses  over the
comparable periods of 1999 consists  principally of $275,000 in non-cash charges
associated  with certain  consultant  options,  increased  management  costs and
professional  fees to  support  the  Company's  planned  commercial  operations,
charges associated with an investor  relations  consultant and key man and other
insurance  added  in  2000.  Cash  used  by  operations  totaled   approximately
$1,548,000  consisting  of the  loss  from  operations  as well  as the  general
reduction of accounts payable and accrued  liabilities,  including $600,000 paid
to MSSM.


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<PAGE>

     Operations  for the nine months ended  November 30, 1999  resulted in a net
loss of  approximately  $887,000  and,  because of the lack of cash at the time,
utilized   approximately   $103,000  of  cash  principally  in  connection  with
activities under the Cardiac MRI Initiative. Payments to MSSM were approximately
$800,000 in arrears at November 30,  1999.  Net loss of  approximately  $887,000
reflects  accrual of costs under the MSSM  agreement as well as accrual of other
costs incurred, most of which were unpaid at November 30, 1999.


     THE YEAR 2000 ISSUE

     The Year 2000 issue refers to the fact that many computers and applications
have been programmed with two digit date fields for the year and is discussed in
the  Company's  Form 10-KSB for the year ended  February 29, 2000. No changes in
this matter have occurred  during the quarter and nine months ended November 30,
2000.

                     FACTORS THAT MAY AFFECT FUTURE RESULTS

     The Company's  future  operating  results are  dependent  upon many factors
including,  but not limited to the Company's  ability to: (i) obtain  sufficient
capital or a  strategic  business  arrangement  when  needed to fund its plan of
operations,  (ii) pay its debts including significant payments to its outsourced
manufacturer  as they come due and any residual  claims or obligations  that may
exist relative to its  discontinued  business,  (iii)  successfully  develop its
planned products, Cardiac View and Artery View, (iv) successfully accomplish its
business  development  and  marketing  efforts  to  commercialize  any  products
developed,  (v)  maintain its  relationship  with the Zena and Michael A. Weiner
Cardiovascular  Institute  of the Mount Sinai  School of  Medicine  and with its
principal medical  investigator and develop necessary  relationships  with other
institutions and collaborators,  (vi) develop products which do not infringe the
intellectual  property rights of others, (vii) protect its intellectual property
rights from  infringement by others with patents and other  protections,  (viii)
build the management and  infrastructure  necessary to support the growth of its
business,  as  well as (i)  competitive  factors  and  developments  beyond  the
Company's  control and (ii) general  economic  conditions  and conditions in the
financial and technology markets.
-------------------------------------




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<PAGE>



PART II - OTHER INFORMATION

ITEM 2. - CHANGES IN SECURITIES AND USE OF PROCEEDS

     As discussed in Note 6 to the Consolidated  Financial  Statements,  on July
27, 2000,  Noga committed to purchase  $3,000,000 of Class A Common Stock of the
Company at $0.22 per share,  payable  $1,000,000  by September  30, 2000 and the
balance by  October  31,  2000.  At the same  date,  an  officer of the  Company
committed  to  purchase  $2,000,000  of Class A Common  Stock at the same  price
(subject to a portion  being first  offered to certain  existing  investors  and
management)  payable,  as  amended,  by  December  15,  2000.  Of such  amounts,
$2,000,000 of Noga's commitment and the full amount of the officer's  commitment
remains unpaid as of the date hereof. Both Noga and the officer have represented
to the Company that they are  "accredited  investors" as that term is defined in
Regulation  D  promulgated  under the  Securities  Act of 1933,  as amended (the
"Securities  Act").  and the Company is relying on the exemption from Sec. 4 (2)
of the Securities Act for this transaction.

     The Company plans to use the proceeds of the financings  described above to
advance its Cardiac MRI initiative and for working capital purposes.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

     At its Annual  meeting  of  shareholders  held on  September  28,  2000 the
matters brought for a vote of the shareholders were disclosed in the Form 10-QSB
for the quarter and six months ended August 31, 2000 filed in October 2000.


ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits
         Exhibit No.
               (11)     Statement  re:  computation  of  loss   per  share  -  A
                         statement  regarding the  computation of loss per share
                         is   omitted   because   computation   can  be  clearly
                         determined   from  the   material   contained  in  this
                         Quarterly Report on Form 10-QSB.

               (27)     Financial Data Schedule

         (b) The  Company  did not file  reports on Form 8-K during the  quarter
             ended November 30, 2000.



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<PAGE>



                                            SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                          MAGNA-LAB INC.
                                          --------------
                                          (Registrant)

Date:  January  16,  2001           By:   /s/ Daniel M. Mulvena
               ----                       -------------------------------
                                          Daniel M. Mulvena , Chairman of the
                                          Board of Directors, Chief Executive
                                          Officer (Principal Executive Officer),


                                          /s/ Kenneth C. Riscica
                                          --------------------------------
                                          Treasurer, Secretary (Principal
                                          Financial and Accounting Officer)



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