<PAGE>

                       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 October 31, 2001.


 [   ] 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 [X]    No [ ]

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

     20,609,548 Common Shares as of December 14, 2001



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




<PAGE>


                                     PART I
                              FINANCIAL INFORMATION
                         American Bio Medica Corporation
                                 Balance Sheets
<TABLE>
<CAPTION>

                                                            October 31,      April 30,
                                                               2001            2001
                                                            (Unaudited)
                                                           ------------    ------------
                               Assets
Current assets:
<S>                                                        <C>             <C>
  Cash and cash equivalents                                $    836,000    $    265,000
  Accounts receivable, net                                      910,000       1,010,000
  Inventory                                                   1,884,000       1,444,000
  Other receivables                                             192,000         270,000
  Prepaid expenses and other current assets                     101,000          41,000
                                                           ------------    ------------

  Total current assets                                        3,923,000       3,030,000

Property, plant and equipment, net                              478,000         348,000
Restricted cash                                                 105,000         146,000
Other receivables                                                                80,000
Other assets                                                     37,000          36,000
                                                           ------------    ------------

                                                           $  4,543,000    $  3,640,000
                                                           ============    ============

                Liabilities and Stockholders' Equity
Current liabilities:
      Accounts payable                                     $    645,000    $  1,453,000
      Accrued expenses                                          695,000         928,000
      Current portion of capital lease obligations               13,000          25,000
                                                           ------------    ------------

 Total current liabilities                                    1,353,000       2,406,000

  Long term portion of capital lease obligations                 18,000          21,000
                                                           ------------    ------------

 Total liabilities                                            1,371,000       2,427,000
                                                           ------------    ------------

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; 20,609,548 and
     17,995,548 shares issued and outstanding at
     October 31, 2001 and April 30, 2001                        207,000         180,000
Additional paid-in capital                                   17,747,000      15,052,000
Unearned compensation                                           (20,000)        (19,000)
Subscription receivable                                          (5,000)         (5,000)
Due from officer/director/shareholder (collateralized by
    1,000,000 shares of the Company's common stock)            (463,000)       (472,000)
Accumulated deficit                                         (14,294,000)    (13,523,000)
                                                           ------------    ------------

                                                              3,172,000       1,213,000
                                                           ------------    ------------

                                                           $  4,543,000    $  3,640,000
                                                           ============    ============
</TABLE>

                 See accompanying notes to financial statements




<PAGE>



                         American Bio Medica Corporation
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                          For The Six Months Ended
                                                                October 31,
                                                       ----------------------------
                                                           2001            2000
                                                       ------------    ------------

<S>                                                    <C>             <C>
Net sales                                              $  3,179,000    $  4,176,000

Cost of goods sold                                        1,155,000       1,436,000
                                                       ------------    ------------

Gross profit                                              2,024,000       2,740,000
                                                       ------------    ------------

Operating expenses:
    Selling, general and administrative (including
      non-cash compensation of $320,000 in 2001 and
      $364,000 in 2000)                                   2,856,000       3,288,000
    Depreciation                                             60,000          61,000
    Research and development                                165,000         318,000
                                                       ------------    ------------
                                                          3,081,000       3,667,000
                                                       ------------    ------------

Operating loss                                           (1,057,000)       (927,000)
                                                       ------------    ------------

Other income (expense):
   Loss on disposition of assets                             (4,000)
   Interest income                                           36,000          64,000
   Interest expense                                          (6,000)         (4,000)
                                                       ------------    ------------
                                                             26,000          60,000
                                                       ------------    ------------

Loss before extraordinary item                           (1,031,000)       (867,000)

Extraordinary item                                          259,000
                                                       ------------    ------------

Net loss attributable to common shareholders           $   (772,000)   $   (867,000)
                                                       ============    ============

Basic and diluted earnings per common share
  Net loss per common
  share before extraordinary item                      $      (0.05)   $      (0.05)

  Extraordinary item                                           0.01
                                                       ------------    ------------

  Net Loss                                             $      (0.04)   $      (0.05)
                                                       ============    ============

 Weighted average shares outstanding --
    basic and diluted                                    18,948,972      18,045,548
                                                       ============    ============

        American Bio Medica Corporation
        Statement of Comprehensive Loss

Net loss                                               $   (772,000)   $   (867,000)
Other comprehensive loss:
  Unrealized loss on investments                                            (15,000)
                                                       ------------    ------------
  Comprehensive loss                                   $   (772,000)   $   (882,000)
                                                       ============    ============
</TABLE>

                 See accompanying notes to financial statements


<PAGE>



                         American Bio Medica Corporation
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                        For The Three Months Ended
                                                                 October 31,
                                                       ----------------------------
                                                            2001           2000
                                                       ------------    ------------

<S>                                                    <C>             <C>
Net sales                                              $  1,629,000    $  2,021,000

Cost of goods sold                                          693,000         694,000
                                                       ------------    ------------

Gross profit                                                936,000       1,327,000
                                                       ------------    ------------

Operating expenses:
    Selling, general and administrative (including
      non-cash compensation of $197,000 in 2001 and
      $182,000 in 2000)                                   1,684,000       1,715,000
    Depreciation                                             31,000          32,000
    Research and development                                 64,000         199,000
                                                       ------------    ------------
                                                          1,779,000       1,946,000
                                                       ------------    ------------

Operating loss                                             (843,000)       (619,000)
                                                       ------------    ------------

Other income (expense):
   Interest income                                           27,000          27,000
   Interest expense                                          (2,000)         (2,000)
                                                       ------------    ------------
                                                             25,000          25,000
                                                       ------------    ------------

Loss before extraordinary item                             (818,000)       (594,000)

Extraordinary item                                          259,000
                                                       ------------    ------------

Net loss attributable to common shareholders           $   (559,000)   $   (594,000)
                                                       ============    ============

Basic and diluted earnings per common share
  Net loss per common
  share before extraordinary item                      $      (0.04)   $      (0.05)

  Extraordinary item                                           0.01
                                                       ------------    ------------

  Net Loss                                             $      (0.03)   $      (0.05)
                                                       ============    ============

 Weighted average shares outstanding --
    basic and diluted                                    19,902,396      18,045,548
                                                       ============    ============


           American Bio Medica Corporation
           Statement of Comprehensive Loss

Net loss                                               $   (559,000)   $   (594,000)
Other comprehensive loss:
  Unrealized loss on investments                                            (28,000)
                                                       ------------    ------------
  Comprehensive loss                                   $   (559,000)   $   (622,000)
                                                       ============    ============

</TABLE>
                             See accompanying notes to financial statements



<PAGE>



                         American Bio Medica Corporation
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                        For The Six Months Ended
                                                                              October 31,
                                                                      --------------------------
                                                                          2001           2000
                                                                      -----------    -----------
<S>                                                                   <C>           <C>
Cash flows from operating activities:
 Net loss                                                             $  (772,000)   $  (867,000)
  Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:
     Depreciation                                                          60,000         61,000
     Provision for bad debts                                              (16,000)       (11,000)
     Stock based compensation                                             320,000        364,000
     Accrued interest                                                     (27,000)       (27,000)
     Accounts receivable non cash adjustment for research &
      development                                                                        134,000
     Changes in:
       Accounts receivable (and notes receivable in 2000)                 116,000       (447,000)
       Other receivables                                                  158,000
       Inventory                                                         (440,000)       (57,000)
       Prepaid expenses and other current assets                          (60,000)       (31,000)
       Restricted cash                                                     41,000         (4,000)
       Other assets                                                                       11,000
       Accounts payable                                                  (808,000)       295,000
       Accrued expenses                                                  (128,000)        22,000
                                                                      -----------    -----------
         Net cash used in operating activities                         (1,556,000)      (557,000)
                                                                      -----------    -----------

Cash flows from investing activities:
  Purchase of property, plant and equipment                              (190,000)       (40,000)
  Loan to BioSys, Inc.                                                                  (100,000)
  Loan to officer/director/stockholder                                                  (120,000)
                                                                      -----------    -----------
         Net cash used in investing activities                           (190,000)      (260,000)
                                                                      -----------    -----------

Cash flows from financing activities:
  Settlement of registration rights agreement                                           (125,000)
  Net proceeds from private equity financing                            2,331,000
  Capital lease payments                                                  (14,000)        (6,000)
                                                                      -----------    -----------
         Net cash provided by (used in) financing activities            2,317,000       (131,000)
                                                                      -----------    -----------

Net increase (decrease) in cash and cash equivalents                      571,000       (948,000)
Cash and cash equivalents - beginning of period                           265,000      1,207,000
                                                                      -----------    -----------

Cash and cash equivalents - end of period                             $   836,000    $   259,000
                                                                      ===========    ===========

Supplemental disclosures of cash flow information
   Cash paid during year for:
      Interest                                                        $     9,000    $     3,000

Non-cash activities:
    Non-employee options granted fully vested                         $   220,000
    Conversion of BioSys, Inc. loan to equity investment in BioSys,
      Inc.                                                                           $   380,000
    Stock issued in connection with private equity financing          $   156,000

</TABLE>

                 See accompanying notes to financial statements



<PAGE>



Notes to financial statements (unaudited)

                                October 31, 2001

Note A - Basis of Reporting

         The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles 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 generally accepted
accounting principles for complete financial statements. In the opinion of
management, such statements include all adjustments (consisting only of normal
recurring items), which are considered necessary for a fair presentation of the
financial position of American Bio Medica Corporation (the "Company" or "ABMC")
at October 31, 2001, and the results of its operations, and cash flows for the
six-month and three-month periods then ended. The results of operations for the
six-month and three-month periods ended October 31, 2001 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 April 30, 2001 included in
the Company's Form 10-KSB.

         During the year ended April 30, 2001, the Company sustained a net loss
of $1,880,000 and had net cash outflows from operating activities of $920,000.
During the six months ended October 31, 2001, the Company sustained a net loss
of $772,000, including an extraordinary item of $259,000 resulting from a
settlement for outstanding amounts owed to the Company's legal counsel in their
patent litigation, and had net cash used in operating activities of $1,556,000.
The Company continued to take steps to improve its financial prospects including
penetrating the direct sales market, acquiring the technology and resources
necessary to enter the forensic market for testing for abuse of Oxycodone,
exploring the potential of a "CLUB-DRUG" panel that could be a useful tool
against the latest drugs of choice including Rohypnol, Ecstasy, Ketamine,
Ritalin, GHB and Methamphetamine, entering into an agreement to market a saliva
based drug of abuse test and other measures to enhance profit margins.

         In addition, on August 22, 2001, the Company raised gross proceeds of
$2,549,000, with net proceeds of $2,331,000 after placement, legal, transfer
agent and accounting fees, in a private placement consisting of 2,549,000 units.
Each unit was comprised of one share of the Company's common stock at a price of
$1.00 per unit together with a warrant to purchase 0.5 shares of the Company's
common stock at a price equal to the closing price of the common shares on the
Nasdaq SmallCap Market on the date immediately preceding the closing of the
private placement, or $1.05 per share. The proceeds from this financing will be
used for working capital and general corporate purposes.

NEW ACCOUNTING STANDARDS

         On June 29, 2001, Statement of Financial Accounting Standards (SFAS)
No. 141, "Business Combinations," was approved by the Financial Accounting
Standards Board (FASB). SFAS No. 141 requires the purchase method of accounting
to be used for all business combinations initiated after June 30, 2001. We do
not expect the adoption of this Standard to have a material effect on our
financial condition, results of operations or cash flows.

         On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets"
was approved by the FASB. SFAS No. 142 changes the accounting for goodwill from
an amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. We plan to adopt SFAS No. 142 effective July 1,
2001. We do not expect the adoption of this Standard to have a material effect
on our financial condition, results of operations or cash flows.

         In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. SFAS No. 143 requires the fair value of a liability for
an asset retirement obligation to be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. We do not expect the adoption of this Standard to have a material
effect on our financial condition, results of operations or cash flows.


                                       6
<PAGE>

         In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of, and the accounting and reporting provisions of APB No. 30. SFAS
No. 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and is effective for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years. We do not
expect the adoption of this Standard to have a material effect on our financial
condition, results of operations or cash flows.


Note B - Loss Per Common Share

         Basic loss per share before extraordinary items is calculated by
dividing the net loss before extraordinary items by the weighted average number
of outstanding common shares during the period. No effect has been given to
potential issuances of common stock including outstanding options and warrants
in the diluted computation, as their effect would be antidilutive.

Note C - Litigation

         In June 1999, Richard Davidson filed a lawsuit against the Company in
New York. Davidson claims that two placement memoranda dated September 15, 1992
and February 5, 1993, obligates the Company to issue him 1,155,601 ABMC common
shares. He claims he is entitled to the common shares in consideration of
brokering the acquisitions subject to the Share Exchange Agreement with Dr.
Robert Friedenberg (Friedenberg also filed suit against the Company and the case
was dismissed in September 1999). In addition, Davidson is claiming a finder's
fee of 5% of the funds raised by the September 1992 private placement. He
alleges that a sum of $1 million was raised. He also claims he is entitled to a
consulting fee of $24,000. Management denies the claims and is vigorously
contesting the suit. A trial date was set for November 2000; however, the
Company filed a motion for summary judgment against Davidson and Davidson
cross-moved for summary judgment. In July 2001, the Company's motion for summary
judgment was denied. In August 2001 the Company filed a Notice of Appeal related
to the court's denial of the Company's motion for summary judgment. The court is
currently considering Davidson's cross-motion for summary judgment, which the
Company opposed in September 2001. Management believes based on consultation
with counsel, that it has substantial and compelling defenses to Davidson's
claims and there is a reasonable chance that the Company would prevail if the
matter were to go to trial.

         In June 1995 the Company filed a lawsuit against Jackson Morris, the
lawyer engaged to draft and advise the Company on the Share Exchange Agreement
with Dr. Robert Friedenberg. Morris, who had been recommended to the Company by
Dr. Friedenberg and whose fees were paid by the Company, is alleged to have
breached his fiduciary duty to the Company in several ways, including by later
advising Friedenberg, individually, on how to rescind the Share Exchange
Agreement as well as testifying for Friedenberg over the Company's objections
and in violation of his obligations to the Company. Morris is also charged with
negligence in drafting the Share Exchange Agreement. The Company's lawsuit
demands damages in the amount of $1,000,000. Morris has counterclaimed as a
party to the Share Exchange Agreement and seeks common shares. The basis of all
of Mr. Morris' claims stem from the Friedenberg claim. On July 27, 2001, the
Company settled the lawsuit against Mr. Morris. The Company has issued 115,000
shares of the Company's common stock to Mr. Morris as settlement of all
outstanding claims.

Note D - Reclassifications

         Certain items have been restated to conform to the current
presentation.


Note E - Other matters

         On December 6, 2001, the Company successfully completed its purchase of
its corporate headquarters and manufacturing facility in Kinderhook, N.Y. The
building and 107 acres of land were purchased for $950,000.



                                        7
<PAGE>

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 SIX MONTHS ENDED OCTOBER 31, 2001 AND 2000

         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
operations; (c) regulatory, competitive and contractual risks; (d) product
development risks; (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; and (f) pending litigation. (see Note C - Litigation in the
notes to the financials statements included in Part I of this report).

NEW ACCOUNTING STANDARDS

         On June 29, 2001, Statement of Financial Accounting Standards (SFAS)
No. 141, "Business Combinations," was approved by the Financial Accounting
Standards Board (FASB). SFAS No. 141 requires the purchase method of accounting
to be used for all business combinations initiated after June 30, 2001. We do
not expect the adoption of this Standard to have a material effect on our
financial condition, results of operations or cash flows.

         On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets"
was approved by the FASB. SFAS No. 142 changes the accounting for goodwill from
an amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. We plan to adopt SFAS No. 142 effective July 1,
2001. We do not expect the adoption of this Standard to have a material effect
on our financial condition, results of operations or cash flows.

         In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. SFAS No. 143 requires the fair value of a liability for
an asset retirement obligation to be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. We do not expect the adoption of this Standard to have a material
effect on our financial condition, results of operations or cash flows.

         In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of, and the accounting and reporting provisions of APB No. 30. SFAS
No. 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and is effective for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years. We do not
expect the adoption of this Standard to have a material effect on our financial
condition, results of operations or cash flows.

Results of operations for the six months ended October 31, 2001 as compared to
the six months ended October 31, 2000

         Net sales were $3,179,000 for the six months ended October 31, 2001 as
compared to $4,176,000 for the six months ended October 31, 2000, representing a
decrease of $997,000 or 23.9%. Distributor departures following the internal
sales restructuring impacted sales for the second quarter. During the six months
ended October 31, 2001, the Company continued its extensive program to market
and distribute its primary product, the Rapid Drug Screen(R).


                                       8
<PAGE>

         The Company has undertaken an aggressive program aimed at rebuilding
relationships with the Company's key distributors and has restructured the
Company's sales group to refocus on ABMC's core business, the sale of the Rapid
Drug Screen test kit. Management believes sales from drug test kits together
with the recent agreement to market a saliva based test will begin to grow
steadily as a result of this restructuring coupled with a refocus on the core
business.

         Cost of goods sold for the six months ended October 31, 2001 was
$1,155,000 or 36.3% of net sales as compared to $1,436,000 or 34.4% of net sales
for the six months ended October 31, 2000. This increase resulted from a change
in the composition of sales to more government entities resulting in a lower
average sales price.

         While revenues decreased 23.9% in the six months ended October 31,
2001, selling, general and administrative costs also decreased $432,000 or 13.1%
to $2,856,000 compared to $3,288,000 for the six months ended October 31, 2000.

         The following table sets forth the percentage relationship of selling,
general and administrative costs to net sales for the six months ended October
31, 2001 and October 31, 2000:
<TABLE>
<CAPTION>

                                           Six months                      Six months
                                              Ended                          Ended
                                           October 31,      Percent        October 31,
                                              2001           Sales            2000           Percent Sales
                                          ------------      -------       ------------       -------------

<S>                                      <C>                 <C>        <C>                    <C>
Sales salaries and commissions           $   587,000         18.4%      $    449,000           10.8%
Sales travel                                 116,000          3.6%           176,000            4.2%
Consulting and other selling expenses        148,000          4.7%           207,000            5.0%
Marketing and promotion                      140,000          4.4%           363,000            8.7%
Investor relations costs                     147,000          4.6%           221,000            5.3%
Non cash compensation                        320,000         10.1%           364,000            8.7%
Legal fees                                   115,000          3.6%           652,000           15.6%
Accounting fees                              200,000          6.3%           138,000            3.3%
Office salaries                              452,000         14.2%           384,000            9.2%
Payroll taxes and insurance                  137,000          4.3%            93,000            2.2%
Telephone                                     64,000          2.0%            75,000            1.8%
Insurance                                     24,000          0.8%            23,000            0.5%
Bad debt expense                              53,000          1.7%
Other administrative costs                   353,000         11.1%           143,000            3.4%
                                          ----------                    ------------
Total selling, general and
   administrative costs                  $ 2,856,000         89.8%      $  3,288,000           78.7%
                                          ==========                    ============
</TABLE>

     Management believes that the amount of selling, general and administrative
costs may increase as the Company creates the necessary infrastructure to
achieve the Company's worldwide drug test marketing and sales goals, continues
its aggressive penetration of the direct sales market and leverages new product
initiatives underway to develop and market a "club drug" panel and a saliva
based test. However, steps have been taken to control the rate of increase of
these costs to be more consistent with the expected sales growth rate of the
Company.

                                       9
<PAGE>

         The Company recorded a non-cash compensation charge of $320,000 or
10.1% of net sales in the six months ended October 31, 2001 associated with the
grants of options to purchase common shares as compensation for consulting and
professional services, and severance related expenses. Non-cash compensation
charges of $364,000 were incurred in the six months ended October 31, 2000 for
financial advisory services.

         Legal fees for the six months ended October 31, 2001 were $115,000 or
3.6% of net sales, a decrease of $537,000, compared to legal fees of $652,000 or
15.6% of net sales for the six months ended October 31, 2000. This decrease in
legal fees was primarily due to the settlement of patent litigation in the
fourth quarter of the 2001 fiscal year and the resulting decline in legal
consultation.

         As a result of an internal restructuring of its marketing department,
and marketing consulting fees, marketing and promotion costs decreased $223,000
to $140,000 or 4.4% of net sales for the six months ended October 31, 2001,
compared to $363,000 or 8.7% of net sales for the six months ended October 31,
2000.

         Office salaries for the six months ended October 31, 2001 were $452,000
or 14.2% of net sales, an increase of $68,000, compared to office salaries of
$384,000 or 9.2% of net sales for the six months ended October 31, 2000. This
increase was primarily due to an increase in staff in quality assurance, as well
as the appointment of the chief executive officer in the third quarter of the
2001 fiscal year.

         Accounting fees for the six months ended October 31, 2001 were $200,000
or 6.3% of net sales, an increase of $62,000, compared to accounting fees of
$138,000 or 3.3% of net sales for the six months ended October 31, 2000. This
increase was primarily due to the Company's year end audit and reporting for
fiscal year 2001, review of private equity financing documents and registration,
transition to newly appointed independent auditors, and review of numerous other
regulatory filings in the six months ended October 31, 2001 that did not occur
in the six months ended October 31, 2000.

         Sales salaries and commissions for the six months ended October 31,
2001 were $587,000 or 18.4% of net sales, compared to sales salaries and
commissions of $449,000 or 10.8% of net sales for the six months ended October
31, 2000. This increase is due to the restructuring of the sales and marketing
groups and the addition of the direct sales force. Consulting and other selling
expenses decreased $59,000 to $148,000 for the six months ended October 31, 2001
compared to $207,000 for the six months ended October 31, 2000. This decrease
was primarily due to the restructuring of the sales and marketing groups and
less reliance on consultants.

         Other administrative costs increased $210,000 to $353,000 for the six
months ended October 31, 2001 compared to $143,000 for the six months ended
October 31, 2000, primarily due to inventory disposals of $137,000, relocation
expense, director and officer insurance, rental increases for both the
Bridgeport and Kinderhook facilities and reserves established for product
returns.

         Depreciation expense was down slightly to $60,000 or 1.9% of net sales
in 2001 compared to $61,000 or 1.5% of net sales in 2000.

         Research and development expenses for the six months ended October 31,
2001 were $165,000 compared to $318,000 for the six months ended October 31,
2000. This decrease was primarily due to reduced spending on universal product
research and development relating to a joint project with Abbott Laboratories in
the first and second quarters of fiscal 2001 and reduced consulting fees
previously incurred to supplement the Company's successful implementation of
certain quality standards in the manufacturing of the Rapid Drug Screen product
during fiscal 2000.

         The Company recognized an extraordinary item in the six months ended
October 31, 2001 resulting from a favorable settlement with its former legal
counsel. The Company successfully reduced the amounts payable to its patent
infringement legal counsel at April 30, 2001, and satisfied its settlement in
August 2001. Net loss attributable to common shareholders decreased to $772,000
for the six months ended October 31, 2001 compared to $867,000 for the six
months ended October 31, 2000.

                                       10
<PAGE>

Results of operations for the three months ended October 31, 2001 as compared to
the three months ended October 31, 2000

         Net sales were $1,629,000 for the three months ended October 31, 2001
as compared to $2,021,000 for the three months ended October 31, 2000,
representing a decrease of $392,000 or 19.4%. Distributor departures following
the internal sales restructuring impacted sales for the second quarter. During
the three months ended October 31, 2001, the Company continued its extensive
program to market and distribute its primary product, the Rapid Drug Screen.

         The Company has undertaken an aggressive program aimed at rebuilding
relationships with the Company's key distributors and has restructured the
Company's sales group to refocus on ABMC's core business, the sale of the Rapid
Drug Screen test kit. Management believes sales from drug test kits together
with the recent agreement to market a saliva based test will begin to grow
steadily as a result of this restructuring coupled with a refocus on the core
business.

         Cost of goods sold for the three months ended October 31, 2001 was
$693,000 or 42.5% of net sales as compared to $694,000 or 34.3% of net sales for
the three months ended October 31, 2000. This increase resulted from a change in
the composition of sales to more government entities resulting in a lower
average sales price.

         While revenues decreased 19.4% in the three months ended October 31,
2001, selling, general and administrative costs decreased $31,000 or 1.8% to
$1,684,000 compared to $1,715,000 for the three months ended October 31, 2000.

         The following table sets forth the percentage relationship of selling,
general and administrative costs to net sales for the three months ended October
31, 2001 and October 31, 2000:
<TABLE>
<CAPTION>


                                              Three months                     Three months
                                                  Ended                            Ended
                                               October 31,      Percent         October 31,         Percent
                                                  2001           Sales              2001             Sales
                                            ----------------  -----------    -----------------    -----------
<S>                                         <C>                    <C>        <C>                     <C>
Sales salaries and commissions              $     296,000          18.2%      $     263,000           13.0%
Sales travel                                       56,000           3.4%             77,000            3.8%
Consulting and other selling expenses             108,000           6.6%             85,000            4.2%
Marketing and promotion                            96,000           5.9%            222,000           11.0%
Investor relations costs                           91,000           5.6%            126,000            6.2%
Non cash compensation                             197,000          12.1%            182,000            9.0%
Legal fees                                         72,000           4.4%            329,000           16.3%
Accounting fees                                    91,000           5.6%             57,000            2.8%
Office salaries                                   249,000          15.3%            208,000           10.3%
Payroll taxes and insurance                        73,000           4.5%             45,000            2.3%
Telephone                                          35,000           2.1%             37,000            1.8%
Insurance                                          14,000           0.9%             10,000            0.5%
Bad debt expense                                   52,000           3.2%             (9,000)          (0.4)%
Other administrative costs                        254,000          15.5%             83,000            4.1%
                                            -------------                    --------------
Total selling, general and
   administrative costs                     $   1,684,000         103.3%      $   1,715,000           84.9%
                                            =============                     =============
</TABLE>

     Management believes that the amount of selling, general and administrative
costs may increase as the Company creates the necessary infrastructure to
achieve the Company's worldwide drug test marketing and sales goals, continues
it's aggressive penetration of the direct sales market, and leverages new
product initiatives underway to develop and market a "club drug" panel and a
saliva based test. However, steps have been taken to rationalize and control the
rate of increase of these costs to be more consistent with the expected sales
growth rate of the Company.



                                       11
<PAGE>

         The Company amortized a non-cash compensation charge of $197,000 or
12.1% of net sales in the three months ended October 31, 2001 associated with
the grants of options to purchase common shares as compensation for consulting
and professional services, and severance related expenses. Non-cash compensation
charges of $182,000 were incurred in the three months ended October 31, 2000 for
financial advisory services.

         The Company incurred legal fees of $72,000 or 4.4% of net sales for the
three months ended October 31, 2001 compared to legal fees of $329,000 or 16.3%
of net sales for the three months ended October 31, 2000. This decrease in legal
fees was primarily due to the settlement of patent litigation in the fourth
quarter of the 2001 fiscal year and the resulting decline in legal consultation.

         As a result of an internal restructuring of its marketing department,
and marketing consulting fees, marketing and promotion costs decreased $126,000
to $96,000 or 5.9% of net sales for the three months ended October 31, 2001,
compared to $222,000 or 11.0% of net sales for the three months ended October
31, 2000.

         Office salaries for the three months ended October 31, 2001 were
$249,000 or 15.3% of net sales, an increase of $41,000, compared to office
salaries of $208,000 or 10.3% of net sales for the three months ended October
31, 2000. This increase was primarily due to increase in staff in quality
assurance, as well as the appointment of the chief executive officer in the
third quarter of the 2001 fiscal year.

         Accounting fees for the three months ended October 31, 2001 were
$91,000 or 5.6% of net sales, an increase of $34,000, compared to accounting
fees of $57,000 or 2.8% of net sales for the three months ended October 31,
2000. This increase was primarily due to the Company's year end audit and
reporting for fiscal year 2001, review of private equity financing documents and
registration, transition to newly appointed independent auditors, and review of
numerous other regulatory filings in the three months ended October 31, 2001
that did not occur in the three months ended October 31, 2000.

         Sales salaries and commissions for the three months ended October 31,
2001 were $296,000 or 18.2% of net sales, compared to sales salaries and
commissions of $263,000 or 13.0% of net sales for the three months ended October
31, 2000. This increase is due to the restructuring of the sales and marketing
groups and the addition of the direct sales force. Consulting and other selling
expenses increased $23,000 to $108,000 for the three months ended October 31,
2001 compared to $85,000 for the three months ended October 31, 2000. This
increase was primarily due to attendance at numerous trade shows during the
second quarter, specifically the American Probation and Parole Association
(APPA).

         Other administrative costs increased $171,000 to $254,000 for the three
months ended October 31, 2001 compared to $83,000 for the three months ended
October 31, 2000, primarily due to inventory disposals of $12,000, relocation
expense, director and officer insurance increase of $8,000, rental increases for
both the Bridgeport and Kinderhook facilities aggregating $30,000, increased
travel expense of $30,000, and reserves established for product returns.

         Depreciation expense was down slightly to $31,000 or 1.9% from $32,000
or 1.6% of net sales for the three months ended October 31, 2001 and 2000
respectively.

         Research and development expenses for the three months ended October
31, 2001 were $64,000 compared to $199,000 for the three months ended October
31, 2000. This decrease was primarily due to reduced spending on universal
product research and development relating to a joint project with Abbott
Laboratories in the first and second quarters of fiscal 2001 and reduced
consulting fees previously incurred to supplement the Company's successful
implementation of certain quality standards in the manufacturing of the Rapid
Drug Screen product during fiscal 2000.



                                       12
<PAGE>

         The Company recognized an extraordinary item in the three months ended
October 31, 2001 resulting from a favorable settlement with its former legal
counsel. The Company successfully reduced the amounts payable to its patent
infringement legal counsel at year end April 30, 2001, and satisfied it's
settlement in August 2001. Net loss attributable to common shareholders
decreased to $559,000 for the three months ended October 31, 2001 compared to
$594,000 for the three months ended October 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES AS OF OCTOBER 31, 2001

         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 inventory buildup in response to
sales forecasts. The Company expects to devote substantial capital resources to
continue its product development, expand manufacturing capacity and continue
research and development activities. 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, including the recently
completed financings are sufficient to fund operations through April 30, 2002.
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 debt securities 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.

         The Company has working capital of $2,570,000 at October 31, 2001 as
compared to working capital of $624,000 at April 30, 2001. The Company has
historically satisfied its net working capital requirements 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. The Company 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.

         On August 22, 2001, the Company raised gross proceeds of $2,549,000,
with net proceeds of $2,331,000 after placement, legal, transfer agent and
accounting fees, in a private placement consisting of 2,549,000 units. Each unit
was comprised of one share of the Company's common stock at a price of $1.00 per
unit together with a warrant to purchase 0.5 shares of the Company's common
stock at a price equal to the closing price of the common shares on the Nasdaq
SmallCap Market on the date immediately preceding the closing of the private
placement, or $1.05 per share. The most significant use of funds from this
offering was a settlement payment to the Company's attorneys that had been
retained to represent them in patent litigation.

         Net cash used in operating activities was $1,556,000 for the six months
ended October 31, 2001 compared to net cash used in operating activities of
$557,000 for the six months ended October 31, 2000. The net cash used in
operating activities for the six months ended October 31, 2001 was primarily due
to a net loss attributable to shareholders of $772,000, a decrease in accounts
payable of $808,000, a decrease of accrued expenses of $128,000, an increase in
inventory of $440,000 and an increase in prepaid expenses of $60,000. These
changes were partially offset by stock based compensation of $320,000, a
decrease in other receivables of $158,000 and a decrease in net accounts
receivable of $116,000. The net cash used in operating activities in the six
months ended October 31, 2000 was primarily due to the net loss of $867,000 and
an increase in accounts receivable of $447,000, partially offset by an increase
in accounts payable of $295,000, an increase in accrued expenses of $22,000 and
stock based compensation of $364,000.

                                       13
<PAGE>

         Net cash used in investing activities was $190,000 for the six months
ended October 31, 2001 compared to net cash used in investing activities of
$260,000 for the six months ended October 31, 2000. The net cash used in
investing activities for the six months ended October 31, 2001 was for the
purchase of property, plant and equipment. The net cash used in investing
activities in the six months ended October 31, 2000 was primarily due to
$100,000 loan to BioSys, Inc., a $120,000 loan to a officer/director/shareholder
and the purchase of property, plant & equipment of $40,000.

         Net cash provided by financing activities was $2,317,000 for the six
months ended October 31, 2001, consisting of proceeds from a private equity
financing net of expenses for legal, transfer agent and accounting fees, and
offset by capital lease payments of $14,000. The net cash used in financing
activities for six months ended October 31, 2000 was primarily due to the
settlement of registration rights agreement of $125,000.

         At October 31, 2001 and 2000, the Company had cash and cash equivalents
of $836,000 and $259,000, respectively.

         The Company's primary short-term capital and working capital needs are
to increase its manufacturing and production capabilities, establish adequate
inventory levels to support expected sales, continue to support its research and
development programs, open new distribution opportunities and focus sales
efforts on high potential sectors of the drugs of abuse testing market.


                                       14
<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

           On August 22, 2001, in a private placement exempt from registration
under Rule 506 and Section 4(2) of the Securities Act of 1933, as amended, a
group of accredited investors acquired 2,549,000 common shares for a purchase
price of $1.00 per share and 1,274,500 warrants to purchase one common share at
an exercise price of $1.05 per share, exercisable during a 54 month period
beginning February 22, 2002. The Company raised gross proceeds of $2,549,000,
with net proceeds of $2,331,000 after placement, legal, transfer agent and
accounting fees. The placement agent, Brean Murray & Co., Inc, and its
sub-agents, received 203,920 warrants to purchase one common share at an
exercise price of $1.20 per share, exercisable during a 54 month period
beginning on February 22, 2002.


Item 3. Defaults upon Senior Securities

         None.

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

         The following matters were voted upon at the Company's Annual Meeting
of Shareholders held at The Holiday Inn Hotel on October 2, 2001.

                       PROPOSAL 1 - ELECTION OF DIRECTORS



Total shares voted:        16,847,261           Outstanding shares: 17,995,548
Percent of shares voted:         93.6%


<TABLE>
<CAPTION>

            Director                  For              Pct.           Withheld       Pct.
            ---------                 ---              ----           ---------      ----

<S>                                 <C>                <C>             <C>            <C>
         Stan Cipkowski             16,416,886         97.4            430,375        2.6
         Edmund Jaskiewicz          16,630,416         98.7            216,845        1.3
         Robert Aromando            16,116,317         95.7            730,944        4.3
         Gerald Moore               16,682,616         99.0            164,645        1.0
         Denis O'Donnell            16,682,016         99.0            165,245        1.0

</TABLE>

                PROPOSAL 2 - 2001 NONSTATUTORY STOCK OPTION PLAN


         For:                   9,088,894        Percent:   53.9
         Against:                 508,730        Percent:    3.0
         Abstain:                  90,584        Percent:    0.5
         Broker Non-Vote        7,159,053        Percent:   42.5





         PROPOSAL 3 - AMENDMENT TO INCREASE NUMBER OF AUTHORIZED SHARES


         For:                 16,111,462      Percent:  95.6
         Against:                650,586      Percent:   3.9
         Abstain:                 85,213      Percent:   0.5


                                       15
<PAGE>


Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

      (a)  Exhibits

                Exhibit 99 - Settlement Agreement with Jackson L. Morris dated
                             July 27, 2001.


      (b)  Reports on Form 8-K

                    (1) On October 5, 2001, the Company filed a Form 8-K related
          to changes to executive officers & its board of directors, the
          shareholders' ratification of the proposal to increase the Company's
          authorized capital stock from 30,000,000 common shares to 50,000,000
          common shares and the change in the Company's fiscal year end from
          April 30 to December 31.

                  (2) On October 9, 2001, the Company filed a Form 8-K related
          to a change in the Company's independent accountants.

                  (3) On October 12, 2001, the Company filed a Form 8-K related
          to the completion of an equity financing and the effects of the funds
          raised on the Company's financial condition.

                  (4) On December 12, 2001, the Company filed a Form 8-K related
          to the purchase of its facility in Kinderhook, New York.




<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: December 17, 2001