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: August 31, 2004
                                                ---------------

     |_| 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, Suite 120W, Syosset, NY 11791
              ----------------------------------------------------
                    (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 - October 1, 2004

Class A Common Stock, $.001 Par Value                                 74,128,605
-------------------------------------                                 ----------

Class B Common Stock, $.001 Par Value                                   330,333
-------------------------------------                                 ----------
              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

                CONDENSED CONSOLIDATED BALANCE SHEET                          2

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS               3

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS               4

                CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT     5

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS         6-7

         ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                  OF OPERATION                                               8-9

         ITEM 3 - DISCLOSURE CONTROLS AND PROCEDURES                          10

PART II - OTHER INFORMATION

         ITEM 1 - LEGAL PROCEEDINGS                                           10

         ITEM 6 - EXHIBITS                                                    10

SIGNATURES                                                                    11

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


                                       1
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEET
                           August 31, 2004 (unaudited)

<TABLE>
<S>                                                                              <C>
                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                      $     85,000
  Prepaid expense                                                                      28,000
                                                                                 ------------

     Total current assets                                                             113,000

PROPERTY AND EQUIPMENT, net                                                             4,000
                                                                                 ------------

                                                                                 $    117,000
                                                                                 ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable, including approximately $113,000 payable to
       management and board members for earned but unpaid compensation           $    337,000
  Note payable                                                                         22,000
  Accrued expenses and other current liabilities                                       35,000
                                                                                 ------------

        Total current liabilities                                                     394,000
                                                                                 ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
  Preferred stock, par value $.01 per share, 5,000,000
     shares authorized, no shares issued                                                   --
  Common stock, Class A, par value $.001 per share, 120,000,000
     shares authorized, 74,128,605 shares issued and outstanding                       74,000
  Common stock, Class B, par value $.001 per share,
     3,750,000 shares authorized, 1,875,000 shares issued,
     330,333 shares outstanding                                                         1,000
  Capital in excess of par value                                                   26,917,000
  Accumulated deficit                                                             (27,269,000)
                                                                                 ------------
        Total stockholders' deficit                                                  (277,000)
                                                                                 ------------
                                                                                 $    117,000
                                                                                 ============
</TABLE>

See accompanying Notes


                                       2
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               Three and six months ended August 31, 2004 and 2003
                                   (unaudited)

<TABLE>
<CAPTION>
                                                Three months ended                Six months ended
                                                    August 31,                       August 31,
                                                    ----------                       ----------

                                              2004             2003             2004             2003
                                          ---------------------------------------------------------------
<S>                                       <C>              <C>              <C>              <C>
REVENUES                                  $         --     $         --     $         --     $         --
                                          ------------     ------------     ------------     ------------

COSTS AND EXPENSES:
  Selling, general and administrative           37,000           93,000           82,000          183,000
  Research and development                           0           43,000           14,000           68,000
  Stock compensation charge                          0            5,000                0           22.000
                                          ------------     ------------     ------------     ------------
                                                37,000          141,000           96,000          273,000
                                          ------------     ------------     ------------     ------------

OTHER INCOME (EXPENSE):
  Interest income                                    0            1,000            1,000            2,000
  Interest imputed on present value of
    lease exit liability                             0           (2,000)               0           (4,000)
                                          ------------     ------------     ------------     ------------

NET INCOME (LOSS)                         $    (37,000)    $   (142,000)    $    (95,000)    $   (275,000)
                                          ============     ============     ============     ============

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING,
 BASIC AND DILUTED                          74,460,000       74,460,000       74,460,000       74,460,000
                                          ============     ============     ============     ============

NET LOSS PER SHARE,
  BASIC AND DILUTED                       $      (0.00)    $      (0.00)    $      (0.00)    $      (0.00)
                                          ============     ============     ============     ============
</TABLE>

See accompanying Notes


                                       3
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                    Six months ended August 31, 2004 and 2003
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                       2004          2003
                                                                       ----          ----
<S>                                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                        $ (95,000)    $(275,000)
                                                                  ---------     ---------
  Adjustments:
    Depreciation and amortization                                     2,000        11,000
    Non-cash charge for options/warrants                                 --        22,000
Effect on cash of changes in operating assets and liabilities:
    Inventory, deposits and prepaid expenses                        (18,000)       (1,000)
    Accounts payable, accrued liabilities and all other             (64,000)       11,000
                                                                  ---------     ---------
           Total adjustments                                        (80,000)       43,000
                                                                  ---------     ---------

NET CASH USED IN OPERATING ACTIVITIES                              (175,000)     (232,000)
                                                                  ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   None

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of note payable                                          (6,000)           --
                                                                  ---------     ---------
NET CASH USED IN FINANCING ACTIVITIES                                (6,000)           --
                                                                  ---------     ---------

NET DECREASE IN CASH
  AND CASH EQUIVALENTS                                             (181,000)     (232,000)
CASH AND CASH EQUIVALENTS:
  Beginning of period                                               266,000       764,000
                                                                  ---------     ---------
  End of period                                                   $  85,000     $ 532,000
                                                                  =========     =========

SUPPLEMENTAL INFORMATION ON NON-CASH TRANSACTIONS
    Notes payable                                                 $  28,000
                                                                  =========
</TABLE>

See accompanying Notes.


                                       4
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
              For the six months ended August 31, 2004 (unaudited)

<TABLE>
<CAPTION>
                                                        Common Stock
                               -------------------------------------------------------------     Capital in
                                          Class A                         Class B                  Excess
                               -------------------------------------------------------------       of Par        Accumulated
                                   Shares          Amount          Shares          Amount           Value          Deficit
                               ---------------------------------------------------------------------------------------------
<S>                              <C>           <C>                  <C>         <C>             <C>             <C>
BALANCES, February 29, 2004      74,079,453    $     74,000         379,485     $      1,000    $ 26,917,000    $(27,174,000)

TRANSFER B SHARES TO A               49,152               0         (49,152)               0               0               0

NET LOSS                                 --              --              --               --              --         (95,000)
                               ---------------------------------------------------------------------------------------------

BALANCES, August 31, 2004        74,128,605    $     74,000         330,333     $      1,000    $ 26,917,000    $(27,269,000)
                               =============================================================================================
</TABLE>

See accompanying Notes.


                                       5
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

The accompanying condensed 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 accounting principles generally accepted
in the United States of America. 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, 2004.

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

Company Activities - Magna-Lab Inc. and Subsidiary (the "Company") was engaged
in research, development and commercialization activities until it ceased such
activities during the period September 2002 through March 2003. The Company has
no remaining full-time employees and its limited activities are being conducted
on a part-time basis by management and Board members receiving significantly
reduced or no cash compensation. The Company's efforts have been focused on: (a)
raising additional capital or entering into a strategic arrangement in order to
complete commercialization of its Illuminator products and development of its
Artery View product or (b) seeking other means to realize value through sale,
license or otherwise or (c) merging the Company with an unrelated business that
would benefit from the Company's public reporting status. Additional activities
have included preserving cash and the Company's technology, making settlements
with creditors and continuing its public reporting.

Going Concern Consideration - As indicated in the accompanying consolidated
financial statements, at August 31, 2004, the Company had approximately $85,000
in cash, and negative working capital and a stockholders' deficit of
approximately ($281,000) and ($277,000). For the quarter and six months ended
August 31, 2004, the Company had a net loss of approximately $37,000 and $95,000
and utilized approximately $181,000 in cash in the six months then ended for
operating and financing activities, including $100,000 to settle a litigation
matter. Further, losses are continuing subsequent to August 31, 2004. These
factors, among others, indicate that the Company is in need of additional
financing or a strategic arrangement in order to continue its planned activities
for the fiscal year that began on March 1, 2004. The Company's plans to deal
with this uncertainty are described above in "Company Activities." Management's
plans to raise capital, enter into a strategic arrangement or sell or license
its products/technology or merge with an unrelated business have not been
successful to date and there can be no assurance that management's plans can be
realized at all. These factors, among others, indicate that the Company may be
unable to continue operations as a going concern. No adjustment has been made in
the accompanying financial statements to the amounts and classification of
assets and liabilities which could result should the Company be unable to
continue as a going concern.

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. Since the effect of outstanding options is antidilutive, they have been
excluded from the Company's computation of net loss per share. Therefore, basic
and diluted loss per share were the same for all periods presented.

NOTE 4 - ACCOUNTS PAYABLE, NOTES PAYABLE AND ACCRUALS:

On March 31, 2004, the Company paid $100,000 to settle litigation with a vendor
under a Settlement Agreement and Mutual Release.


                                       6
<PAGE>

Note payable of $22,000 is payable over seven months to a credit company,
includes deferred interest of less than $1,000 and is unsecured.

There was no activity in the restructuring accrual for the pre-1997 activities
during the quarter and six months ended August 31, 2004 or 2003. The Company
periodically adjusts the remaining accrual based on the status of the matters
and activity given the passage of time.

See also Part II, Item 1 - Legal Proceedings and Notes 4 and 9 to consolidated
financial statements included in the Company's Annual Report on Form 10-KSB for
the year ended February 29, 2004 for other information on outstanding
liabilities and related matters.

NOTE 5 - STOCK BASED COMPENSATION:

The Company accounts for employee and director stock-based compensation
arrangements in accordance with the provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APBO No. 25), and
related interpretations, and complies with the disclosure provisions of
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock Based Compensation" and SFAS No. 148 "Accounting for Stock Based
Compensation - Transition and Disclosure." The Company is required to disclose
the pro forma net income as if the fair value method defined in SFAS No. 123 had
been applied to employee and director stock based compensation. Had compensation
cost for the Company's stock options granted to employees and directors been
determined consistent with SFAS No. 123, there would have been no effect on the
Company's net loss and net loss per share for the three and six months ended
August 31, 2004 and 2003.

Stock awards to consultants and other non-employees are accounted based on an
estimate of their fair value at the time of grant based upon a Black Scholes
option valuation model.

In April 2004, the Board of Directors agreed to reserve 9,000,000 shares of
class A common stock for issuance to directors and management in the event that
their efforts result in Board approval of a merger or financing transaction.


                                       7
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

      Factors and Risks That May Affect Future Results

      Some of the statements contained in this report discuss our plans and
strategies for our business or state other forward-looking statements, as this
term is defined in the Private Securities Litigation Reform Act of 1995. The
words "anticipate," "believe," "estimate," "expect," "plan," "intend," "should,"
"seek," "will," and similar expressions are intended to identify these
forward-looking statements, but are not the exclusive means of identifying them.
These forward-looking statements reflect the current views of our management.
However, various risks, uncertainties and contingencies could cause our actual
results, performance or achievements to differ materially from those expressed
in, or implied by, these statements.

      Some of these many risks include: (a) we have no full-time employees and
are substantially dependent on the efforts of part-time management and members
of the Board of Directors, working for reduced per diem or no cash compensation,
none of whom are bound by term employment agreements, to raise capital or
realize value for our assets or identify and execute a strategic or merger
transaction, (b) if we cannot obtain additional financing, we will not be able
to continue our activities and may be forced to sell our products/technology or
merge with another company or liquidate, (c) we have incurred significant net
losses in the past, our plans call for continued losses in the future, our
present working capital is not sufficient for our current plans, (d) if we were
to receive new capital, we would need to re-start our operations and there is
the risk that relationships, people and processes that were available to us in
the past may not be available to us in the future on the same terms or at all,
(e) our significant shareholders and executive officers and directors may be
able to influence matters requiring stockholder approval and their interests may
conflict with those of other shareholders, (f) our common stock has limited
trading volume and may not appreciate in value and (g) our corporate charter
contains authorized, unissued preferred stock whose terms may be set by the
Board of Directors. Additionally, we may engage in a "reverse merger" with an
unrelated business and such transactions involve additional risks including: (a)
a "reverse merger" transaction would result in a change of control of the
company and significantly reduce the equity interest of current shareholders,
(b) we may divest our Illuminator and other cardiac MRI products in a "reverse
merger" or such business may remain with the Company and not receive sufficient
priority in allocation of any funding that may be available, (c) in a "reverse
merger" it is likely that our limited resources will limit our ability to
evaluate a target business and further it would be likely that our current
officers and directors would resign on consummation of such merger and (d) there
is competition for reverse merger candidates with companies and Funds that have
substantially greater resources than we have.

      For a more complete listing and description of some of the risks that the
Company faces please see our Annual Report on Form 10-KSB for the year ended
February 29, 2004. We assume no obligation to update any forward-looking
statements contained in this report, whether as a result of new information,
future events or otherwise. Any investment in our common stock involves a high
degree of risk.

      Background and history

      Our business had been focused on development and commercialization of
disposable medical devices designed to enhance the effectiveness of magnetic
resonance imaging in detection and diagnosis of coronary heart disease including
its most deadly form, coronary artery disease. Due to the unavailability of
additional funding, beginning in the year ended February 28, 2003, we
essentially ceased all of our operations including product development and
commercialization efforts. Our efforts since that time, which have been
conducted by a limited number of remaining Board members and part-time
management, have been focused on continuing the search for additional financing
and/or entering into a strategic transaction or sale or license of our business.
Among the possibilities presently being considered is the merger of our company
with an unrelated enterprise in a so-called "reverse merger" transaction. During
the fiscal year ended February 29, 2004, the Company's efforts also included
settling liabilities with creditors, preserving our technology and cash and
maintaining our public reporting status. While we have reduced our expenditures
very significantly, we currently do not have sufficient cash resources to
continue even our reduced activities and may be forced to cease all activities
including our public reporting.

      Plan of Operations and Liquidity

      At August 31, 2004, we had approximately $85,000 in cash but we had
negative working capital and stockholders' deficit of approximately ($281,000)


                                       8
<PAGE>

and ($277,000), respectively, and we continue to lose money. Cash used by
operating and financing activities during the six months ended August 31, 2004
totaled approximately $181,000, including $100,000 to settle a litigation
matter.

      Our plan of operations for the coming twelve months is to continue to take
action to preserve our core technology and other assets while we seek additional
capital or a strategic business arrangement or alternatively sell or license our
products/technology and or merge with an operating company. Our efforts to raise
additional capital or a strategic arrangement necessary to support our plans
have not been successful and we are actively reviewing possible merger
candidates with unrelated businesses that may benefit from our status as a
public entity. We do not have sufficient cash resources to continue our plan for
the coming twelve months, even at our reduced expenditure levels. As such, we
may have to take further measures or cease activities altogether including our
public reporting and preserving our technology.

      If our efforts to raise additional capital were to be successful, our
business plan calls for a significant increase in our expenditures. However, the
difficulties and uncertainties associated with restarting our activities
increase with the passage of time. We have no significant commitments or plans
to purchase equipment or other capital assets.

      Critical Accounting Principles

      We have identified critical accounting principles that affect our
consolidated financial statements by considering accounting policies that
involve the most complex or subjective decisions or assessments as well as
considering newly adopted principals. They are:

      Going Concern Consideration - Our condensed consolidated financial
statements have been prepared assuming we are a "going concern". We are in need
of immediate substantial additional capital or a strategic business arrangement
in order to continue our planned activities. There can be no assurance that our
plans to address this need can be realized. As such, we may be unable to
continue operations as a going concern. No adjustment has been made in the
condensed consolidated financial statements which could result should we be
unable to continue as a going concern.

      Accounting for Exit and Disposal Activities - The Company adopted
Financial Accounting Standards Board Statement No. 146, Accounting for Costs of
Exit and Disposal Activities ("Statement 146"), for the exit from its
Massachusetts offices when it "ceased to receive services" at the end of October
2002. Accruing the present value of the remaining lease obligation involves
estimates that were periodically revised. In November 2003, the Company and the
landlord executed a Mutual Settlement and Release Agreement setting all matters
between the parties for a payment of $75,000 and the accrual remaining at that
time was reversed.

      Accounting for Stock-Based Compensation - We have elected to apply the
disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation. In accordance with the provisions of SFAS No. 123, we apply
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations in accounting for stock options issued.
This means that we do not charge operations for an imputed cost of options
issued to employees. We account for stock issued to non-employees in accordance
with the provisions of SFAS No. 123 and the related pronouncements. Those
pronouncements require us to charge operations and credit paid-in-capital for an
amount calculated to reflect the time value of the option or warrant utilizing a
Black Scholes methodology.


                                       9
<PAGE>

Item 3. Disclosure Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our chief executive
officer and our chief financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of the end of the
reporting period (the "Evaluation Date"), have concluded that as of the
Evaluation Date, our disclosure controls and procedures were adequate and
designed to ensure that material information relating to us and our consolidated
subsidiary and required to be included in the reports we file or submit to the
Securities and Exchange Commission would be made known to them by others within
those entities.

(b) Changes in internal controls. In connection with the evaluation referred to
in (a) above, we have identified no change in our internal control of financial
reporting that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

----------

PART II - OTHER INFORMATION

Item 1. - Legal Proceedings

      As disclosed in the Company's Annual Report on Form 10-KSB for the year
ended February 29, 2004, on March 31, 2004, the Company and Medical Scientific,
Inc. entered into and consummated a Settlement Agreement and Mutual Release,
settling all matters relating to the litigation and dispute between them in
exchange for a lump sum payment by the Company of $100,000 and the delivery by
Medical Scientific, Inc. of certain products, documentation and parts and return
of equipment. The Settlement Agreement and Mutual Release was subject to
rescission in the event any or all of the lump sum payment is required to be
repaid by Medical Scientific, Inc. The parties delivered in escrow documents
necessary to evidence the satisfaction of the judgments obtained by Medical
Scientific, Inc. against the Company, originally in Massachusetts and
subsequently in New York, and to dismiss with prejudice the litigation pending
by the Company against Medical Scientific, Inc. The documents delivered in
escrow were released from escrow in July 2004 and related satisfactions and
dismissals, settling all matters between the parties, were entered in the
respective courts in New York and Massachusetts as follows:

      -     Satisfaction of Judgment entered July 15, 2004 in Supreme Court of
            the State of New York in the matter Medical Scientific, Inc. vs.
            Magna-Lab Inc. (Index No.: 018879/2003)
      -     Satisfaction of Judgment entered July 19, 2004 in the Commonwealth
            of Massachusetts, Bristol County Superior Court in the matter
            Medical Scientific, Inc. vs. Magna-Lab Inc.(Civil Action No.
            BRCV2003-0175)
      -     Stipulation of Discontinuance entered July 28, 2004 in Supreme Court
            of the State of New York discontinuing the action, Magna-Lab Inc.
            vs. Medical Scientific Inc. (Index No.: 03-010393)

Item 6. - Exhibits

            Number      Exhibits

            31.1        Certification of Principal Executive Officer pursuant to
                        Exchange Act Rule 13a - 14(a), as adopted pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.
            31.2        Certification of Principal Financial Officer pursuant to
                        Exchange Act Rule 13a - 14(a), as adopted pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.
            32.1        Certification of Principal Executive Officer pursuant to
                        18 U.S.C. 1350 as adopted pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.
            32.2        Certification of Principal Financial Officer pursuant to
                        18 U.S.C. 1350 as adopted pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.


                                       10
<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: October 14, 2004                  By:       /s/ Lawrence A. Minkoff
                                            ------------------------------------
                                            Lawrence A. Minkoff, Chairman,
                                            President and Chief Scientific
                                            Officer (Principal Executive
                                            Officer),


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


                                       11
<PAGE>

                                INDEX TO EXHIBITS

 No.                                 Description
----                                 -----------

31.1        Certification of Principal Executive Officer pursuant to Exchange
            Act Rule 13a - 14(a), as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.
31.2        Certification of Principal Financial Officer pursuant to Exchange
            Act Rule 13a - 14(a), as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.
32.1        Certification of Principal Executive Officer pursuant to 18 U.S.C.
            1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002.
32.2        Certification of Principal Financial Officer pursuant to 18 U.S.C.
            1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002.


                                       12