SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-QSB

[x]   Quarterly report under Section 13 or 15(d) of the Securities  Exchange Act
      of 1934.
      For the quarterly period ended March 31, 2004.


[ ]   Transition  report under Section 13 or 15(d) of the Securities  Exchange
      Act of 1934.

      For the transition period from          to


                         Commission File Number: 0-28666


                         AMERICAN BIO MEDICA CORPORATION
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                 NEW YORK                          14-1702188
        -----------------------------------------------------------------

      (State  or  other  jurisdiction  of          (I.R.S. Employer
       incorporation  or organization)               Identification  No.)


                   122 SMITH ROAD, KINDERHOOK, NEW YORK 12106
                   -------------------------------------------
                    (Address of principal executive offices)


                                  800-227-1243
                           ---------------------------
                           (Issuer's telephone number)


      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 [ ] No [X ]

      State the number of shares  outstanding of each of the issuer's classes of
common equity as of the latest practicable date:

      21,282,268 Common Shares as of May 12, 2004


      Transitional Small Business Disclosure Format: Yes [_] No [X]

                                       1
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                   AMERICAN BIO MEDICA CORPORATION
                            BALANCE SHEETS                               MARCH 31,           DECEMBER 31,
                                                                           2004                  2003
                                                                        (UNAUDITED)
                                                                    --------------------  -------------------
                               ASSETS
                               ------
Current assets:
<S>                                                               <C>                     <C>
      Cash and cash equivalents                                   $           1,192,000   $          942,000
      Accounts receivable, net of allowance of $105,000
       at March 31, 2004 and December 31, 2003 respectively                   1,418,000            1,253,000
      Other receivables                                                           3,000                8,000
      Inventory                                                               3,106,000            3,049,000
      Prepaid and other current assets                                          191,000               78,000
                                                                    --------------------  -------------------
Total current assets                                                          5,910,000            5,330,000

Property, plant and equipment, net                                            1,621,000            1,441,000
Other assets                                                                      7,000                7,000
                                                                    --------------------  -------------------
Total Assets                                                      $           7,538,000   $        6,778,000
                                                                    ====================  ===================

                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------
Current liabilities:
      Accounts payable                                            $             596,000 $            737,000
      Accrued liabilities                                                       169,000              153,000
      Wages payable                                                             376,000              375,000
      Line of credit                                                            132,000
      Current portion of mortgages and notes payable                             24,000               25,000
      Current portion of unearned grant                                           8,000                8,000
                                                                    --------------------  -------------------
 Total current liabilities                                                    1,305,000            1,298,000

  Long term portion of mortgages and notes payable                              727,000              651,000
  Long term portion of unearned grant                                            67,000               67,000
                                                                    --------------------  -------------------
 Total liabilities                                                            2,099,000            2,016,000
                                                                    --------------------  -------------------

Stockholders' equity:
      Preferred stock; par value $.01 per share; 5,000,000
        shares authorized; none issued and outstanding
      Common  stock;  par value  $.01 per  share;  50,000,000
       shares authorized; 21,248,934 and 20,664,151
       shares issued at March 31, 2004 and December 31,
      2003 respectively                                                         213,000              207,000
Additional paid-in capital                                                   18,606,000           17,959,000
Accumulated deficit                                                         (13,380,000)         (13,404,000)
                                                                    --------------------  -------------------
Total stockholders' equity                                                    5,439,000            4,762,000
                                                                    --------------------  -------------------
Total liabilities and stockholders' equity                        $           7,538,000 $          6,778,000
                                                                    ====================  ===================
</TABLE>
The accompanying notes are an integral part of the financial statements

                                       2
<PAGE>

                         AMERICAN BIO MEDICA CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       FOR THE THREE MONTHS ENDED
                                                                                MARCH 31,
                                                               ------------------------------------------
                                                                      2004                    2003
                                                               --------------------     -----------------
<S>                                                          <C>                     <C>
Net sales                                                    $           3,072,000    $        2,656,000
Cost of goods sold                                                       1,349,000             1,170,000
                                                               --------------------     -----------------
Gross profit                                                             1,723,000             1,486,000
                                                               --------------------     -----------------

Operating expenses:
      Research and development                                             129,000               206,000
      Selling and marketing                                                603,000               619,000
      General and administrative                                           717,000               663,000
      Employee severance costs                                             236,000
                                                               --------------------     -----------------
                                                                         1,685,000             1,488,000
                                                               --------------------     -----------------
Operating income / (loss)                                                   38,000                (2,000)
                                                               --------------------     -----------------

Other income (expense):
      Other income                                                                                12,000
      Interest income                                                        2,000
      Interest expense                                                     (13,000)              (17,000)
                                                               --------------------     -----------------
                                                                           (11,000)               (5,000)
                                                               --------------------     -----------------
Income / (loss) before provisions for income taxes                          27,000                (7,000)
Provision for (benefit from) income taxes                                    3,000                     0
                                                               --------------------     -----------------
Net income / (loss)                                          $              24,000    $           (7,000)
                                                               ====================     =================
Basic income  / (loss) per common share                      $                0.00    $             0.00
                                                               ====================     =================
Diluted income  / (loss)  per common share                   $                0.00    $             0.00
                                                               ====================     =================

 Weighted average shares outstanding -
    basic                                                               21,038,141            20,609,548
 Dilutive effect of stock options and warrants                           1,377,841               672,015
                                                               --------------------     -----------------
 Weighted average shares outstanding -
    diluted                                                             22,415,982            21,281,563
                                                               ====================     =================
</TABLE>

The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>
                         AMERICAN BIO MEDICA CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                           FOR THE THREE MONTHS ENDED
                                                                                   MARCH 31,
                                                                   ---------------------------------------
                                                                         2004                 2003
                                                                   ------------------   ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                               <C>                <C>
 Net income  / (loss)                                            $           24,000  $            (7,000)
  Adjustments to reconcile net income/(loss) to net cash
      provided by (used in) operating activities:
      Depreciation                                                           49,000               44,000
      Non cash compensation expense                                         100,000
      Gain on sale of land                                                                       (30,000)
      Changes in:
       Accounts receivable                                                 (165,000)            (231,000)
       Inventory                                                            (57,000)             180,000
       Prepaid expenses and other current assets                           (108,000)             (56,000)
       Accounts payable                                                    (142,000)             (41,000)
       Accrued liabilities                                                   16,000              136,000
                                                                   ------------------   ------------------
         Net cash (used in) operating activities                           (283,000)              (4,000)
                                                                   ------------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment                                (143,000)             (96,000)
  Sale of land                                                                                   150,000
                                                                   ------------------   ------------------
         Net cash provided by/(used in) investing activities               (143,000)              54,000
                                                                   ------------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of warrants                                        528,000
  Proceeds from exercise of options                                          25,000
  Debt payments                                                              (9,000)              (5,000)
  Capital lease payments                                                                          (6,000)
  Proceeds from line of credit                                              132,000               40,000
  Line of credit payments                                                                         (1,000)
                                                                   ------------------   ------------------
         Net cash provided by financing activities                          676,000               28,000
                                                                   ------------------   ------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                   250,000               78,000
Cash and cash equivalents - beginning of period                             942,000              231,000
                                                                   ------------------   ------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                        $        1,192,000  $           309,000
                                                                   ==================   ==================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Cash paid during period for interest                          $           13,000  $            17,000
   Issuance of note payable for purchase of equipment            $           85,000
</TABLE>
The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>
Notes to financial statements (unaudited)

                                 March 31, 2004

Note A - Basis of Reporting

      The  accompanying  unaudited  financial  statements  have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB.  Accordingly,  they do not include all of the  information and footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete financial  statements.  In the opinion of management,  such
statements  include all adjustments,  which are considered  necessary for a fair
presentation of the financial  position of American Bio Medica  Corporation (the
"Company" or "ABMC") at March 31, 2004, and the results of its  operations,  and
cash flows for the three-month period ended March 31, 2004 and 2003. The results
of  operations  for  the  three-month  period  ended  March  31,  2004  are  not
necessarily  indicative  of the  operating  results  for the  full  year.  These
financial  statements  should be read in conjunction with the Company's  audited
financial  statements  and related  disclosures  for the year ended December 31,
2003 included in the Company's Form 10-KSB.

      During the year ended  December 31, 2003, the Company earned net income of
$1,031,000 from net sales of $12,484,000, and had net cash provided by operating
activities  of  $684,000.  During the three  months  ended March 31,  2004,  the
Company earned a net income of $24,000 from net sales of $3,072,000. Included in
2003 net income is $185,000 from the reversal of an accrual related to a royalty
agreement  executed in 1998 and  terminated  by mutual  agreement  in the second
quarter of 2003. The Company had net cash outflows from operating  activities of
$283,000 for the first three months of 2004 primarily as the result of increases
in accounts  receivables,  inventory  and prepaid  expenses  and  reductions  in
accounts  payable.  The Company continued to take steps to improve its financial
prospects   including  focusing  on  research  and  development  and  sales  and
marketing.  The Company continued development of new products including the test
components for an HIV test and completion and delivery of its Rapid  Reader(TM).
Additionally,  the  Company  added  six new  regional  sales  or  sales  support
professionals  in the  first  quarter  of  2004.  Finally,  several  changes  in
personnel  including  the  separation of five  employees  were made in the first
quarter of 2004 along with other measures to enhance profit margins.

      The  Company's  continued  existence  is dependent  upon several  factors,
including  its  ability to raise  revenue  levels and reduce  costs to  generate
positive cash flows, and to sell additional shares of the Company's common stock
to fund operations, if necessary.

NEW ACCOUNTING STANDARDS

      In January 2003,  the FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities". In December 2003, the FASB issued
a revision to FIN 46 to clarify some of the  provisions of FIN 46, and to exempt
certain  entities from its  requirements.  FIN 46 gives guidance that determines
whether  consolidation of a Variable Interest Entity is required.  FIN 46 became
effective March 15, 2004. The adoption of this Statement did not have a material
impact on its financial statements.

Note B - Net Income Per Common Share

      Basic net  income  or loss per share is  calculated  by  dividing  the net
income or loss by the weighted average number  outstanding  common shares during
the period.  Diluted net income or loss per share includes the weighted  average
dilutive effect of stock options and warrants.

                                       5
<PAGE>
   Potential common shares outstanding as of March 31, 2004 and March 31,2003:

                                     MARCH 31, 2004           MARCH 31, 2003
                                     --------------           --------------

                  WARRANTS             2,395,920               2,651,703
                  OPTIONS              4,496,584               5,670,000

      For the three  months  ended March 31, 2004 the number of  securities  not
included in the diluted EPS,  because the effect would have been  anti-dilutive,
were  2,487,250.  For the  three  months  ended  March  31,  2003 the  number of
securities  not included in the diluted EPS,  because the effect would have been
anti-dilutive, were 3,320,420.

      The  following  pro forma  information  gives  effect to fair value of the
options on the date of grant using the Black-Scholes  option-pricing  model with
the following assumptions:  dividend yield of 0%, volatility of 81% for 2004 and
85% for 2003,  risk free interest rates ranging from 5.06% to 5.23% for 2004 and
4.69% to 4.98%  for  2003,  and an  expected  life of 10 years for both 2004 and
2003. The pro-forma net income  represents three months  amortization of expense
associated with the option grants.

                                      THREE MONTHS ENDED     THREE MONTHS ENDED
                                           MARCH 31,              MARCH 31,
                                             2004                   2003
                                      --------------------  --------------------

      Net Income/(loss):
          As reported                     $  24,000            $    (7,000)
          Pro forma                       $(158,000)           $  (189,000)
      Basic income/(loss) per share
          As reported                        $  .00                 $  .00
          Pro forma                          $ (.01)                $ (.01)
     Diluted income/(loss) per share
          As reported                        $  .00                 $  .00
          Pro forma                          $ (.01)                $ (.01)

      During the first quarter of 2004  stockholders  equity changed as a result
of the exercise of warrants  and options and charges for non-cash  compensation.
Common  stock  changed  by $6,000  and  Additional  paid in  capital  changed by
$547,000  resulting  from the exercise of warrants and stock options  during the
quarter.  Further,  additional paid in capital increased by $100,000 as a result
of $30,000 in  non-cash  expense  for  employee  severance  costs and $70,000 in
non-cash expense related to warrants granted to for financial advisory services.

Note C - Litigation

      The Company has been named in legal proceedings in connection with matters
that arose during the normal course of its  business,  and that in the Company's
opinion are not material.  While the ultimate result of any litigation cannot be
determined,  it is management's  opinion based upon  consultation  with counsel,
that it has adequately provided for losses that may be incurred related to these
claims.  If the Company is unsuccessful in defending any or all of these claims,
resulting  financial  losses  could  have an  adverse  effect  on the  financial
position, results of operations and cash flows of the Company.

Note D - Sale of Land

      On March 31, 2003 the Company sold  approximately  85 acres of land at its
Kinderhook headquarters for $150,000 recognizing a gain of $30,000.

                                       6
<PAGE>

Note E - Reclassifications

      Certain  prior  period  items  have been  reclassified  to  conform to the
current presentation.

Note F - Employee Severance Costs

      During the first quarter of 2004 the Company incurred severance costs as a
result of several  personnel changes made in conjunction with the changing needs
of the business.  Included in these changes were the  separation of an executive
vice  president and a manager of  operations,  a sales  representative,  and two
clerical  positions,  all at the Company's  headquarters in Kinderhook,  NY. The
costs  related to these  separations  totaled  $236,000,  of which  $30,000  was
non-cash.

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

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

      The  following  discussion of the  Company's  financial  condition and the
results  of  operations  should  be  read  in  conjunction  with  the  Financial
Statements and Notes thereto appearing elsewhere in this document.

      The  Private  Securities  Litigation  Reform  Act of 1995  provides a safe
harbor for forward-looking  statements. In order to comply with the terms of the
safe harbor, the Company notes that in addition to the description of historical
facts contained herein, this report contains certain forward-looking  statements
that involve risks and uncertainties as detailed herein and from time to time in
the Company's  other filings with the  Securities  and Exchange  Commission  and
elsewhere.  Such statements are based on management's  current  expectations and
are subject to a number of factors and  uncertainties,  which could cause actual
results  to differ  materially  from  those,  described  in the  forward-looking
statements.  These factors include, among others: (a) the Company's fluctuations
in  sales  and  operating  results;  (b)  risks  associated  with  international
business;  (c)  regulatory,  competitive  and  contractual  risks;  (d)  product
development  risks;  and (e)  the  ability  to  achieve  strategic  initiatives,
including  but not limited to the  ability to achieve  sales  growth  across the
business  segments  through a combination of enhanced sales force, new products,
and customer service.

Critical accounting policies

      There  have  been  no  significant   changes  to  the  Company's  critical
accounting  policies,  which are included in the Company's  10KSB filing for the
year ended December 31, 2003, during the three months ended March 31, 2004.

      The Company  entered into  several  arrangements  with third  parties that
funded Research and  Development  activities in 2003. No new  arrangements  were
entered into during the first quarter of 2004.  The 2003  arrangements  included
milestones  that had to be achieved  to receive  payment.  The Company  recorded
revenue based upon the lesser of costs incurred to date, or the milestone  value
(for the milestone  value to be used, the milestone  must be achieved).  In 2003
the  Company  recognized  sales  and cost of  sales  totaling  $60,000  from two
separate   arrangements   for  the   performance  of  Research  and  Development
activities.

Results of  operations  for the three months ended March 31, 2004 as compared to
the three months ended March 31, 2003

Net sales were  $3,072,000 for the three months ended March 31, 2004 as compared
to $2,656,000 for the three months ended March 31, 2003, an increase of $416,000
or 15.7%. The Company's  efforts to grow its direct sales continued in the first
quarter of 2004. Direct sales accounted for 66.0% or $2,026,000 of sales for the
first  quarter  compared to $1,615,000  or 60.8% a year ago.  Telemarketing  and
international sales contributed approximately $525,000 or 17.1% of the net sales

                                       7
<PAGE>
for the first  three  months of 2004,  compared  to $564,000 or 21.2% of the net
sales for the same period in 2003. During the three months ended March 31, 2004,
the Company continued its extensive program to market and distribute its primary
product  lines,  the Rapid Drug  Screen(R),  its Rapid  Tec(R)  series and Rapid
One(R), in addition to its saliva based test, the Oralstat(R).  The Company also
introduced  and began  marketing  its Rapid  Reader(TM).  The Rapid  Reader is a
compact, portable device that, when connected to a computer,  captures a picture
of the test results on an ABMC drug screen using a high-resolution  camera.  The
Rapid  Reader's  proprietary  software  analyzes this image and  interprets  the
results. The information is then sent to a data management system, which enables
the user to interpret, store, transmit and print the drug test results.

      Cost of  goods  sold  for the  three  months  ended  March  31,  2004  was
$1,349,000 or 43.9% of net sales as compared to $1,170,000 or 44.1% of net sales
for the three months ended March 31, 2003. The increase in cost of goods sold is
commensurate  with the  increase in sales.  Gross  margins  remained  relatively
consistent  year over year. The cost of labor and overhead rose slightly in 2004
compared to a year ago, however  materials have remained  relatively  consistent
and the  Company  continued  its  efforts  to control  the costs to produce  its
products.

      Operating  expenses increased 13.2% to $1,685,000 in first three months of
2004 as  compared  to  $1,488,000  in the  same  period  in 2003.  Research  and
development  expense was  $129,000,  down from  $206,000 in the first quarter of
2003. This reduction is  attributable to increased strip  production in response
to  increases  in sales  and the  redeployment  of  resources  in the  Company's
manufacturing facility. Selling and marketing expense was $603,000 for the first
quarter of 2004  compared to $619,000 in the same period a year ago. The savings
is  attributable  to a modification  of the Company's  sales  commissions  plan.
General  and  administrative  expenses  increased  by $54,000 to $717,000 in the
first three months of 2004.

      Included in operating expenses in the first quarter of 2004 are charges of
$291,000 of which  $236,000  related to employee  severance  costs,  incurred in
response to the changing  needs of the business in January 2004,  and $55,000 of
professional  fees  related  to the  Company's  investigation  into  allegations
identified in an anonymous  letter  received by its  independent  accountants in
February 2004. As part of this response,  an  independent  counsel  performed an
internal  investigation.  The Company has  incurred  additional  expenses in the
second  quarter of 2004  related to this  internal  investigation.  The employee
severance costs included cash payments totaling $206,000 and non-cash charges of
$30,000 related to the retention of options.

Research and development

      Research and development ("R&D") expenses for the three months ended March
31, 2004 were $129,000 or 4.2% of net sales  compared to $206,000 or 7.8% of net
sales for the three  months  ended March 31,  2003.  The  decrease in expense is
primarily due to the  redeployment  of personnel to  manufacturing  in the first
quarter of 2004 in response to increased sales.  Management's strategy to: focus
on new product development to meet the changing needs of the point of collection
drug of abuse testing market;  develop test components for an HIV test currently
under  development for an unrelated  party;  and develop new uses of immunoassay
lateral flow technology, remains unchanged.

Selling and marketing expense

      Selling and  marketing  expense was  $603,000 or 19.6% of net sales in the
first three months of 2004. This represents a decrease of $16,000, from $619,000
or 23.3% of net  sales  in the same  three  months  in 2003.  This  decrease  is
primarily attributable to lower commission expense in sales due to modifications
in the Company's sales commission  structure.  Further,  in the first quarter of
2004 expenses for  advertising and promotion and travel were lower than the same
period a year ago.

                                       8
<PAGE>
General and administrative expense

      General and  administrative  (G&A) expense was $54,000 higher in the first
three  months of 2004 than the same  period in 2003.  Total G&A  expense for the
three months ended March 31, 2004 was $717,000 or 23.3% of net sales compared to
$663,000  or 25.0% of net sales in the first  three  months of 2003.  Savings in
personnel  costs  were  offset by  increases  in  patent  and  license  expense,
professional  fees incurred in connection  with an anonymous  letter received by
our independent accountants in February 2004, additional quality assurance costs
resulting  from  additional  personnel  hired during 2003, and cash and non-cash
service fees  totaling  $85,200,  stemming  from a contract  entered into in the
fourth  quarter  of 2003 with Brean  Murray & Co.,  Inc.  to  provide  financial
advisory  services in exchange for warrants to purchase 300,000 shares of common
stock and a monthly cash payment.

LIQUIDITY AND CAPITAL RESOURCES AS OF MARCH 31, 2004

      The Company's  cash  requirements  depend on numerous  factors,  including
product  development  activities,  ability to penetrate the direct sales market,
market  acceptance  of its new products,  and effective  management of inventory
levels in response to sales forecasts. The Company expects to devote substantial
capital  resources to continue  its product  development,  expand  manufacturing
capacity,  and support its direct sales efforts.  The Company will examine other
growth  opportunities  including strategic alliances and expects such activities
will be funded from existing cash and cash  equivalents,  issuance of additional
equity or debt securities or additional  borrowings  subject to market and other
conditions.  The Company  believes  that its  current  cash  balances,  and cash
generated from future  operations  will be sufficient to fund operations for the
next twelve months. If cash generated from operations is insufficient to satisfy
the Company's working capital and capital expenditure requirements,  the Company
may  be  required  to  sell  additional   equity  or  obtain  additional  credit
facilities.  There is no assurance that such financing will be available or that
the Company will be able to complete financing on satisfactory terms, if at all.

      Management believes that the amount of research and development, sales and
marketing  and  general  and  administrative  costs may  increase as the Company
continues  its  investment  in  long  term  growth  and  creates  the  necessary
infrastructure  to:  achieve its worldwide  drug test marketing and sales goals,
continue  its  penetration  of the direct  sales  market,  support  research and
development projects and leverage new product initiatives.  However,  management
has  implemented  programs  to control the rate of increase of these costs to be
consistent with the expected sales growth rate of the Company.

      The  Company  has  working  capital  of  $4,605,000  at March 31,  2004 as
compared to working  capital of $4,032,000 at December 31, 2003. The Company has
historically satisfied its net working capital requirements,  if needed, through
cash  generated by proceeds from private  placements of equity  securities  with
institutional  investors. The Company has never paid any dividends on its common
shares and anticipates  that all future  earnings,  if any, will be retained for
use in the  Company's  business  and it does  not  anticipate  paying  any  cash
dividends.

      Net cash used in  operating  activities  was $283,000 for the three months
ended March 31, 2004 compared to net cash used in operating activities of $4,000
for the three  months  ended  March  31,  2003.  The net cash used in  operating
activities for the three months ended March 31, 2004 resulted primarily from net
income  associated  with  increased  net sales,  offset by increases in accounts
receivable  and prepaid  expenses and  reductions in accounts  payable.  Prepaid
expenses  historically  increase in the first quarter of the year as a result of
several  large  insurance  premiums  representing  annual  coverage  being paid.
Reductions  in accounts  payable and accrued  expenses  pertain to  purchases of
inventory materials in the fourth quarter of 2003.

      Net cash used in  investing  activities  was $143,000 for the three months
ended March 31, 2004  compared to net cash  provided by investing  activities of
$54,000  for the  three  months  ended  March  31,  2003.  The net cash  used in
investing  activities  in the first  three  months of 2004 was  exclusively  for
investment  in  property,  plant & equipment  and was  comprised of Rapid Reader

                                       9
<PAGE>

devices and  software,  and the  purchase  and  installation  of enhanced  sales
tracking and forecasting software. In the first quarter of 2003 cash provided by
investing activities was comprised of proceeds from the sale of approximately 85
acres of land at the Company's headquarters in Kinderhook, NY totaling $150,000,
offset by $96,000 for the purchase of property, plant and equipment.

      Net cash  provided by  financing  activities  was  $676,000  for the three
months  ended  March 31,  2004,  consisting  of  proceeds  from the  exercise of
warrants  totaling  $528,000,  proceeds  from the  exercise of options  totaling
$25,000, and borrowings on a line of credit totaling $132,000.  The Company also
issued a note payable in the amount of $85,000,  which was a non-cash  financing
activity,  bearing  an  interest  rate of 5% and a term of two  years  from  the
manufacturer of a new mold purchased by the Company.  The line of credit is held
by Hudson River Bank and Trust Company ("HRBT") and has a maximum available line
of $350,000,  not to exceed 70% of accounts  receivable  less than 60 days.  The
interest  rate is .25% above the HRBT prime rate and the  Company is required to
pay the principal down to $0 for a 30  consecutive  day period in each 12 months
during which the line is available. Net cash provided by financing activities in
the first  quarter  of 2003 were  comprised  of  borrowings  on a line of credit
totaling $39,000 offset by payments on long-term debt and capital lease payments

      At  March  31,  2004,  the  Company  had  cash  and  cash  equivalents  of
$1,192,000.

      The Company's primary  short-term capital and working capital needs relate
to  continued  support of its  research and  development  programs,  opening new
distribution  opportunities,  focusing sales efforts on segments of the drugs of
abuse  testing  market  that  will  yield  high  volume  sales,  increasing  its
manufacturing and production  capabilities,  and establishing adequate inventory
levels to support expected sales.

ITEM 3. CONTROLS AND PROCEDURES

      As of May 4, 2004, the Company's  President and CFO reviewed the Company's
disclosure  controls  and  procedures.  Based on this  evaluation,  the Company,
including the President and CFO, have  concluded  that the Company's  disclosure
controls  and  procedures  are  adequate  to ensure  the  clarity  and  material
completeness of the Company's  disclosure in its periodic reports required to be
filed with the SEC.  Additionally,  based upon this most recent  evaluation,  we
have concluded that there were no  significant  changes in internal  controls or
other  factors  that could  significantly  affect the  internal  controls of the
company subsequent to the date of evaluation.

                                       10
<PAGE>
                                     PART II
                                OTHER INFORMATION


Item 1. Legal Proceedings:

       See "Note C - Litigation" in the Notes to Financial  Statements  included
         in this report for a description of pending legal  proceedings in which
         the Company is a party.

Item 2. Changes in Securities

      None.

Item 3. Defaults upon Senior Securities

      None.

Item 4. Submission of Matters to a Vote of Security-Holders

      None.

Item 5. Other Information

      None.

Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibits

            31.1  Rule 13a-14(a)/15d-14(a) Certification of President

            31.2  Rule  13a-14(a)/15d-14(a)  Certification  of  Chief  Financial
                  Officer

            32.1  Certification of the President  pursuant to 18 U.S.C.  Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

            32.2  Certification  of the Chief Financial  Officer  pursuant to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

      (b) Reports on Form 8-K

                  On January 22, 2004,  the Company  filed a Form 8-K related to
            the removal of Donal V. Carroll as Chief Executive Officer.

                  On January 30, 2004,  the Company  filed a Form 8-K related to
            the  appointment of Daniel W. Kollin to its Board of Directors,  the
            resignation  of Dr.  Gerald W. Lynch from its Board of Directors and
            the  resignation of Douglas  Casterlin as Executive Vice  President,
            Operations.

                                       11
<PAGE>

SIGNATURES

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


                                           AMERICAN BIO MEDICA CORPORATION
                                           (Registrant)

                                           By: /s/ Keith E. Palmer
                                           -------------------------------------
                                           EVP of Finance,  Chief  Financial
                                           Officer and Treasurer (Principal
                                           Accounting   Officer  and  duly
                                           authorized Officer)

Dated: May 14, 2004

                                       12