SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

Mark One

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2003

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 001-14053

                            MILESTONE SCIENTIFIC INC.
             (Exact name of Registrant as specified in its charter)

Delaware                                                             13-3545623
State or other jurisdiction                                    (I.R.S. Employer
or organization)                                            Identification No.)

              220 South Orange Avenue, Livingston, New Jersey 07039
               (Address of principal executive office) (Zip Code)

                                 (973) 535-2717
              (Registrant's telephone number, including area code)

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) or the Securities Exchange Act of
1934 during the preceding 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 |_|

As of August 17, 2003, the Registrant had a total of 12,633,370 shares of Common
Stock, $.001 par value, outstanding.

<PAGE>

                           FORWARD LOOKING STATEMENTS

When used in this Quarterly Report on Form 10-QSB, the words "may", "will",
"should", "expect", "believe", "anticipate", "continue", "estimate", "project",
"intend" and similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act regarding events, conditions and financial trends that
may affect the Company's future plans of operations, business strategy, results
of operations and financial condition. The Company wishes to ensure that such
statements are accompanied by meaningful cautionary statements pursuant to the
safe harbor established in the Private Securities Litigation Reform Act of 1995.
Prospective investors are cautioned that any forward-looking statements are not
guarantees of future performance and are subject to risks and uncertainties and
that actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Such forward-looking
statements should, therefore, be considered in light of various important
factors, including those set forth herein and others set forth from time to time
in the Company's reports and registration statements files with the Securities
and Exchange Commission (the "Commission"). The Company disclaims any intent or
obligation to update such forward-looking statements.


                                       2
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                                    I N D E X

                                                                            PAGE
                                                                            ----

PART I.  FINANCIAL INFORMATION

         ITEM 1. Condensed Consolidated Financial Statements

                 Condensed Consolidated Balance Sheets
                 June 30, 2003 (Unaudited) and December 31, 2002               4

                 Condensed Consolidated Statements of Operations
                 Three and Six Months Ended June 30, 2003 and 2002
                 (Unaudited)                                                   5

                 Condensed Consolidated Statements of Cash Flows
                 Three and Six Months Ended June 30, 2003 and 2002
                 (Unaudited)                                                 6-7

                 Notes to Condensed Consolidated Financial Statements       8-13

         ITEM 2. Management's Discussion and Analysis or Plan of
                 Operations                                                14-19

         ITEM 3  Controls and Procedures                                      20

PART II. OTHER INFORMATION

         ITEM 6. Exhibits and Reports on Form 8-K                             21

SIGNATURES                                                                    22

CERTIFICATIONS

EXHIBITS


                                       3
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                       June 30, 2003 and December 31, 2002

<TABLE>
<CAPTION>
                                                                                    June 30, 2003      December 31, 2002
                                                                                     (Unaudited)
<S>                                                                                  <C>                  <C>
ASSETS
CURRENT ASSETS:
      Cash                                                                           $     28,467         $      9,683
      Accounts receivable, net of allowance for doubtful accounts at June 30,
         2003 and December 31, 2002 of $40,220 and $46,152, respectively                  608,953              239,435
       Inventories                                                                        157,383              119,291
       Advances to contract manufacturer                                                  284,052              300,000
       Deferred debt financing costs, net                                                  11,275              159,877
       Prepaid expenses                                                                    21,397               64,952
                                                                                     ------------         ------------
                      Total current assets                                              1,111,527              893,238
EQUIPMENT, net                                                                            212,835              227,207
ADVANCES TO CONTRACT MANUFACTURER -- Long term                                                 --               87,935
DEFERRED DEBT FINANCING-Long term                                                           2,385                   --
OTHER ASSETS                                                                               32,333               32,333
                                                                                     ------------         ------------
                      Totals                                                         $  1,359,080         $  1,240,713
                                                                                     ============         ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
       Account payable, including $11,594 and $32,000 to related parties
            at June 30, 2003 and December 31, 2002, respectively                     $  1,540,330         $  1,269,523
       Accrued expenses                                                                    97,888               86,492
       Accrued interest                                                                   313,543              169,519
       Note payable                                                                     4,976,666            4,581,708
       Notes payable-officer/stockholder                                                  326,215                   --
                                                                                     ------------         ------------
                 Total current liabilities                                              7,254,642            6,107,242
Accrued interest                                                                          117,139              139,323
Deferred compensation payable to officer/stockholder                                      480,000              320,000
Notes payable                                                                             725,622              480,091
Notes payable -- officer/stockholder                                                       32,000              300,000
                                                                                     ------------         ------------
                 Total liabilities                                                      8,609,403            7,346,656
                                                                                     ------------         ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY:
       Common stock, par value $.001; authorized,
             25,000,000 shares; 12,733,370 shares issued                                   12,733               12,733
       Additional paid-in capital                                                      36,614,029           36,599,607
       Accumulated deficit                                                            (42,945,569)         (41,786,767)
       Unearned compensation                                                              (20,000)             (20,000)
       Treasury stock, at cost, 100,000 shares                                           (911,516)            (911,516)
                                                                                     ------------         ------------
               Total stockholders' deficiency                                          (7,250,323)          (6,105,943)
                                                                                     ------------         ------------
                 Totals                                                              $  1,359,080         $  1,240,713
                                                                                     ============         ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended                         Six Months Ended
                                                      June 30,             June 30,             June 30,             June 30,
                                                        2003                 2002                 2003                 2002
                                                        ----                 ----                 ----                 ----
<S>                                                 <C>                  <C>                  <C>                  <C>
Net sales                                           $  1,008,965         $  1,160,129         $  2,134,690         $  2,181,717
Cost of sales                                            499,337              515,756            1,048,421              981,771
                                                    ------------         ------------         ------------         ------------

Gross Profit                                             509,628              644,373            1,086,269            1,199,946
                                                    ------------         ------------         ------------         ------------

Selling, general and administrative expenses             841,435              937,932            1,600,415            1,835,208
Charge in connection with the closing of the
    Deerfield, IL facility                                13,150                   --               65,873                   --
Research and development expenses                         51,091               15,084               83,092               45,379
                                                    ------------         ------------         ------------         ------------

                               Totals                    905,676              953,016            1,749,380            1,880,587
                                                    ------------         ------------         ------------         ------------

Loss from operations                                    (396,048)            (308,643)            (663,111)            (680,641)

Other income                                                  --               24,000                   --               48,000
Interest, net                                           (254,510)            (217,567)            (495,691)            (389,780)
                                                    ------------         ------------         ------------         ------------

Net loss                                            $   (650,558)        $   (502,210)        $ (1,158,802)        $ (1,022,421)
                                                    ============         ============         ============         ============

Loss per share - basic and diluted                  $       (.05)        $       (.04)        $       (.09)        $       (.08)
                                                    ============         ============         ============         ============
Weighted average shares outstanding - basic
     and diluted                                      12,633,370           12,245,870           12,633,370           12,171,450
                                                    ============         ============         ============         ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            2003                2002
                                                                                        -----------         -----------
<S>                                                                                     <C>                 <C>
Cash flows from operating activities:
     Net loss                                                                           $(1,158,802)        $(1,022,421)
     Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation                                                                        18,074              28,419
         Amortization of debt discount and deferred financing costs                         213,640             129,999
         Loss on disposal of fixed assets                                                    11,248                  --
         Amortization of advertising costs                                                       --              17,616
         Changes in operating assets and liabilities:
              Increase in accounts receivable                                              (369,518)            (38,735)
              (Increase) decrease in inventories                                            (38,092)             46,652
              Decrease in advances to contract manufacturer                                 103,883             113,490
              (Increase) decrease in prepaid expenses                                        43,555              (9,987)
              Increase in other assets                                                           --             (19,971)
              Increase in accounts payable                                                  270,807             126,978
              Increase in accrued interest                                                  282,049             259,781
              Increase (decrease) in accrued expenses                                        11,396              (8,033)
              Increase in deferred compensation                                             160,000             160,000
                                                                                        -----------         -----------
                  Net cash used in operating activities                                    (451,760)           (216,212)
                                                                                        -----------         -----------

Cash flows from investing activities-payment for capital expenditures                       (14,950)            (21,440)
                                                                                        -----------         -----------

Cash flows from financing activities:
     Proceeds from note payable - officer/stockholder                                       130,537            (114,960)
     Payments to note payable - officer/stockholder                                         (72,322)                 --
     Proceeds from issuance of notes payable                                                450,000             400,000
     Payments for deferred financing costs                                                  (22,721)            (40,538)
                                                                                        -----------         -----------

                  Net cash provided by financing activities                                 485,494             244,502
                                                                                        -----------         -----------

NET INCREASE IN CASH                                                                         18,784               6,850
Cash, beginning of period                                                                     9,683              15,742
                                                                                        -----------         -----------
Cash, end of period                                                                     $    28,467         $    22,592
                                                                                        ===========         ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       6
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                     SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

Supplemental schedule of noncash financing activities:

In June 2003, the Company granted warrants to purchase 160,256 shares of common
stock (with an estimated fair value of $14,423) in connection with a $50,000
credit facility provided by a major existing investor. This resulted in an
initial increase to debt discount and to additional paid-in capital.

During the six months ended June 30, 2003, pursuant to the 6%/12% promissory
note agreements, the Company converted $160,211 of accrued interest into
additional principal.

In January 2002, the Company issued 33,840 units consisting of one share of
common stock and one warrant to purchase an additional share of common stock in
exchange for payment of accrued interest totaling $27,072.

In January 2002, in consideration for payment of $491,346 in deferred
compensation, the Company issued 614,183 units (consisting of one share of
common stock and one warrant to purchase an additional share of common
stock).The warrants are exercisable at $.80 per share through January 31, 2003;
at $1.00 per share through January 31, 2004 and thereafter at $2.00 per share
through January 31, 2007.

In January 2002, pursuant to the 20% promissory note agreements, the Company
converted $63,377 of accrued interest into additional principal.

In April 2002, pursuant to the 20% promissory note agreements, the Company
converted $65,168 of accrued interest into additional principal.

In April 2002, pursuant to the debt restructuring, the Company recorded a
deferred financing charge of $329,572. This resulted in an increase to notes
payable of $140,203 and accrued interest of $189,369.


                                       7
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1 - Summary of accounting policies:

      The unaudited condensed consolidated financial statements of Milestone
      Scientific Inc. and Subsidiaries (the "Company" or "Milestone") have been
      prepared in accordance with accounting principles generally accepted in
      the United States of America for interim financial information.
      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.

      These unaudited condensed consolidated financial statements should be read
      in conjunction with the consolidated financial statements and notes
      thereto for the year ended December 31, 2002 included in the Company's
      Annual Report on Form 10-KSB. The accounting policies used in preparing
      these unaudited condensed consolidated financial statements are the same
      as those described in the December 31, 2002 consolidated financial
      statements.

      In the opinion of the Company, the accompanying unaudited condensed
      consolidated financial statements contain all adjustments (consisting of
      normal recurring entries) necessary to present fairly the financial
      position as of June 30, 2003 and the results of operations for the three
      and six months ended June 30, 2003 and 2002.

      The results reported for the three and six months ended June 30, 2003 and
      2002 are not necessarily indicative of the results of operations which may
      be expected for a full year.

Note 2 - Basis of presentation:

      The accompanying condensed consolidated financial statements have been
      prepared assuming Milestone will continue as a going concern. However, as
      shown in the accompanying condensed consolidated financial statements,
      Milestone incurred net losses of approximately $1,159,000 and $1,022,000
      and negative cash flows from operating activities of approximately
      $452,000 and $216,000 during the six months ended June 30, 2003 and 2002,
      respectively. As a result, Milestone had a cash balance of only
      approximately $28,000, a working capital deficiency of approximately
      $6,143,000 and a stockholders' deficiency of approximately $7,250,000 as
      of June 30, 2003. These matters raise substantial doubt about Milestone's
      ability to continue as a going concern. Management believes that its
      initial concerns about the Company's ability to continue as a going
      concern have been alleviated by recent actions taken by Milestone as well
      as management's plans which are discussed below.

      Further, management believes that, in the absence of a substantial
      increase in revenue, it is probable that Milestone will continue to incur
      losses and negative cash flows from operating activities through at least
      June 30, 2004 and that the Company will need to obtain additional equity
      or debt financing, as well as to continue its ability to defer its
      obligations, to sustain its operations until it can expand its customer
      base and achieve profitability, if ever.

      The Company has taken certain steps in order to reduce its operating
      expenses and utilization of cash. These steps include, amongst others, the
      following:

      o     Commencing in 2001 and continuing through 2003, the Company
            reconfigured its sales force. The Company went from maintaining a
            large internal sales force to utilizing independent sales
            representatives and distributors.

      o     The Company reduced administrative personnel and telemarketers by
            approximately ten people.


                                       8
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

      o     On January 31, 2003, the Company completed the closing of the
            Deerfield, IL facility. The customer support, service and other
            back-office functions previously conducted, in whole or in part, at
            this location were consolidated into the Company's New Jersey
            location. The receiving, shipping and storage functions, which were
            also previously done at this location, are now outsourced to an
            independent warehouse located in Pennsylvania.

      o     Obtained an agreement from its Chief Executive Officer/Stockholder
            to defer 2002 and 2003 compensation, aggregating $640,000 until
            January 2005.

      o     Restructured and extended the maturity dates of its debt
            obligations. Further, as part of the debt restructuring, the Company
            obtained agreements from certain of its noteholders enabling it to
            convert debt and related interest aggregating approximately
            $5,239,000 at June 30, 2003 into shares of common stock. On July 1,
            2003, the Company received the necessary approval from convertible
            debt holders to extend the maturity date of certain obligations
            until September 20, 2003. It is the Company's intention to have this
            conversion completed sometime during the third quarter of 2003.

      o     Obtained an agreement from one of its attorneys to convert an
            additional $160,000 of the amount owed into shares of common stock.

      o     During February 2003, the Company received a $200,000 note payable
            from an existing investor which was scheduled to mature on August 1,
            2003. The note is convertible into shares of common stock, at the
            Company's option, which it plans to do during the third quarter of
            2003. On July 1, 2003, the noteholder agreed to extend the note
            payable to September 20, 2003.

      o     In April 2003, the Company received an additional $900,000 8% line
            of credit from the same investor, which is scheduled to mature on
            January 1, 2005, unless extended. $200,000 was drawn down from the
            line during April 2003. Subsequent drawn down were $25,000 and
            $75,000 in July and August, respectively.

      o     On June 2, 2003, the Company received an additional $50,000 6% note
            payable with warrants attached from a stockholder. The note is
            scheduled to mature in November 2004 and is convertible to stock at
            the Company's option.

      The accompanying condensed consolidated financial statements do not
      include any adjustments relating to the recoverability and classification
      of recorded asset amounts or the amounts and classifications of
      liabilities that might be necessary should the Company be unable to
      continue as a going concern.

Note 3 - Loss per share:

      Basic loss per common share is computed using the weighted average number
      of common shares outstanding.

      Options and warrants to purchase 3,265,814 and 4,415,855 shares of common
      stock were outstanding as of June 30, 2003 and 2002, respectively, but
      were not included in the computation of diluted loss per share because the
      effect would have been anti-dilutive.


                                       9
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 4 - Significant Customer:

      The Company had one foreign customer who accounted for approximately 22%
      of its net sales for the three and six months ended June 30, 2003 and
      approximately 16% and 17%, respectively, for the three and six months
      ended June 30, 2002. At June 30, 2003, receivables from this customer were
      approximately 68% of the Company's total accounts receivable.

Note 5 - Notes payable to officer/stockholder:

      Notes payable to officer/stockholder represent six obligations payable to
      the Company's Chief Executive Officer ("CEO"), consisting of (i) $200,000
      note payable, with interest payable at 9% per annum and having an original
      due date of January 2, 2003, (ii) a $100,000 line of credit with interest
      payable at 6% per annum having an original due date of April 2, 2003, and
      (iii) a $33,215 note payable on demand with interest payable at 6% per
      annum. On April 1, 2003, the $200,000 and $100,000 notes were extended to
      April 1, 2004. On April 15, 2003, $32,000 of the $33,215 notes payable was
      extended to January 2, 2005.

      On January 17, 2003, the Company's CEO provided the Company with a $57,322
      short term loan for the express purpose of purchasing Wand(R) handpieces
      from the Company's supplier. The Company repaid the loan in full by
      February 7, 2003. On February 12, 2003, the CEO provided the Company with
      a $38,215 loan for the same purposes as above and $23,215 remains
      outstanding as of August 15, 2003.

Note 6- Notes payable:

      6%/12% Promissory Notes

      (A) The 6%/12% Promissory Notes consist of the following issuances:

      (i)   On June 16, 2001, the Company restructured its obligations to the
            holders of its 10% Senior Secured Promissory Notes. Under the terms
            of the agreement, each of the noteholders agreed to exchange their
            10% Notes for a new, zero coupon note (the "Zero Coupon Note").

            As a result of the Company initially restructuring its obligations,
            the unamortized portion of the debt discount and deferred financing
            costs were amortized through June 30, 2002. The significant terms of
            the Restructuring Debt were (i) modification of the interest rate
            (ii) granting the company the option to pay the debt with shares of
            common stock and (iii) repricing the warrants which were previously
            issued to the shareholders back to the initial exercise price of
            $1.75 per share.

            Subsequently, on April 15, 2002, the holders additionally agreed to
            extend the promissory notes to July 1, 2003 and to lower the
            interest rate to 6% if paid in cash or to 12% if paid in common
            stock. In connection with the extension, the Company recorded
            $16,215 in deferred financing charges relating to professional fees
            and $140,203 of deferred financing costs relating to consideration
            to the noteholders valued at $120 per share of the Company's common
            stock for each $1,000 face amount outstanding at maturity which
            increased the aggregate carry value of the notes by $140,203. The
            Company is accruing interest expense at 12%. These deferred
            financing costs are being amortized through July 1, 2003.

            Further, on July 1, 2003, the holders additionally agreed to extend
            the promissory notes to September 20, 2003.


                                       10
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

      (ii)  In August 2000, the Company borrowed $1,000,000 which consists of
            two loans from two funds managed by Cumberland Associates LLC, and
            bear interest at 20% per year and payable in cash or through the
            issuance of additional 20% notes on which both interest and
            principal are payable. The loans are secured by substantially all
            assets of the Company and are subordinated to the 6%/12% senior
            secured promissory notes that were amended April 15, 2002. The
            Company can prepay the loans in cash at any time. The Company can
            prepay the notes and accrued interest with common stock at its
            option. Stock issued in lieu of payment of the debt will be valued
            at 85% of the then market price.

            For the six months June 30, 2003 and 2002, the Company converted
            into principal, accrued interest of $160,211 and $128,545,
            respectively.

            On April 12, 2002, Cumberland Associates LLC agreed to extend the
            maturity date of these loans through July 1, 2003 and to lower the
            interest rate from 20% to 6%, if paid in cash, or 12% if paid in
            common stock. The Company recorded $16,215 of deferred financing
            charges relating to professional fees and $189,369 relating to
            consideration issued to the noteholders valued at $120 per share of
            the Company's common stock for each $1,000 face amount outstanding
            at maturity. The Company is currently accruing interest expense at
            12%. Accordingly, the deferred financing costs and the unamortized
            financing charges are being amortized through July 1, 2003.

            It is currently the Company's intention to satisfy these obligations
            with shares of common stock upon their maturity.

      (B) 8% Promissory Notes

      The 8% promissory notes consist of the following:

            On July 31, 2000, the Company established a $1,000,000 credit
            facility with a major existing investor. Initially, $500,000 was
            borrowed under the line, which was due on June 30, 2003. In December
            2000, and January 2001, the Company borrowed under the credit
            facility an additional $400,000 and $100,000, respectively, due on
            December 31, 2003. In connection with the initial $500,000, the
            investor received five-year warrants to purchase 70,000 shares of
            the Company's common stock, exercisable at $3.00 per share. In
            connection with the $400,000, the investor received five-year
            warrants to purchase 80,000 shares of the Company's common stock
            exercisable at $1.25 per share. In connection with the $100,000, the
            investor received five-year warrants to purchase 20,000 shares of
            the Company's common stock at $1.25 per share. On April 12, 2002,
            the investor agreed to extend the maturity date of the $500,000 to
            August 1, 2003. At the option of the Company, this $500,000 can be
            convertible into common stock. Accordingly, in connection with the
            extension, the unamortized debt discount is being amortized to
            August 1, 2003. On April 15, 2003, the investor agreed to extend the
            maturity date of the $500,000 and interest originally due December
            31, 2003 to January 2, 2005. Accordingly, only $500,000 of loans
            have been recorded as long term debt in the accompanying
            consolidated financial statements. On July 1, 2003, the investor
            agreed to extend the maturity date of notes due August 1, 2003 until
            September 20, 2003.

            During 2002, the Company issued a total of $1,185,000 promissory
            notes to an existing investor. The notes bear interest at 8% if paid
            in cash and 10% if paid in stock and mature on September 30, 2003.
            At the option of the Company, the principal and interest are payable
            on the maturity date in common stock. Additionally, the note will
            automatically convert into the Company's common stock if the Company
            issues 1,000,000 shares or raises at least $1,000,000 from the sale
            of equities prior to August 1, 2003, at the market price in that
            transaction but not less than $.50 per common share, or more than
            $2.00 per share. The Company is accruing interest at 10%.


                                       11
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

      (C) 6% Convertible Promissory Notes

            During June 2003, the Company issued a $50,000 promissory note to an
            existing investor. The note bears interest at 6% and matures on
            November 27, 2004. At the option of the Company, the principal and
            interest are payable on the maturity date in common stock at a rate
            of one share of the Company's common stock for every $.312 of
            indebtedness. Additionally, Milestone granted the investor warrants
            to purchase 160,256 of the Company's common stock at a per share
            price of $.52 with an estimate fair value of $14,423 at any time or
            from time to time during the period commencing of June 4, 2003 and
            ending June 3, 2005. This resulted in an initial increase to debt
            discount and to additional paid-in capital.

Note 7- Legal proceedings

            On June 10, 2002, a former distributor, Henry Schein, Inc., sued
            Milestone in the Supreme Court of the State of New York for $110,851
            claimed to be due them for returned merchandise. Milestone denies
            any liability. The parties are currently engaged in discovery.
            Milestone believes it has meritorious defense to this complaint
            based, in part, on its position that the plaintiff had no right to
            return the goods.

            On May 9, 2003, Milestone was served with a Breach of Contract
            Complaint. In the complaint, the plaintiff, Korman/Lender Management
            (landlord of the facility in Deerfield, IL) seeks damages of $17,755
            plus costs, including attorney's fees, interest and continuing
            rental obligation. The Company is in the process of preparing a
            response.

Note 8 - Employee Stock Option Plan

            As of June 30, 2003, there were 663,344 outstanding options granted
            under the Milestone 1997 Stock Option Plan. The Company accounts for
            these plans under the recognition and measurement principles of APB
            Opinion No. 25, Accounting for Stock Issued to Employees, and
            related Interpretations. No stock-based employee compensation cost
            is reflected in net loss, as all options granted under those plans
            had an exercise price equal to the market value of the underlying
            common stock on the date of grant. The following table illustrates
            the effect on net loss and loss per share if the Company had applied
            the fair value recognition provisions of FASB Statement No. 123,
            Accounting for Stock-Based Compensation, to stock-based employee
            compensation.

<TABLE>
<CAPTION>
                                                      Three Months Ended June 30              Six Months Ended June 30

                                                       2003                2002               2003                2002
                                                       ----                ----               ----                ----
<S>                                                 <C>               <C>                 <C>                 <C>
      Net loss, as reported                         $ 650,558         $   502,211         $   1,158,802       $   1,022,421
      Deduct:  Total stock-based employee
      compensation expenses determined under
      fair value based method for all awards
                                                       56,154             134,566               112,108             257,688
                                                    ---------         -----------         -------------       -------------
      Net loss, pro forma
                                                    $ 706,712         $   636,777         $   1,270,910       $   1,280,109
                                                    =========         ===========         =============       =============
      Loss per share: Basic and diluted
           As reported
           Basic-pro forma                          $    (.05)        $      (.04)        $        (.09)      $        (.08)
                                                    =========         ===========         =============       =============
                                                    $    (.06)        $      (.05)        $        (.10)      $        (.08)
                                                    =========         ===========         =============       =============
</TABLE>


                                       12
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 9 - Closing of Deerfield, IL Facility

            In December 2002, Milestone initiated the transition of its customer
            service office to its corporate headquarters in Livingston, New
            Jersey and its distribution and logistics center to a third party,
            Design Centre of York, Pennsylvania. The resulting closing of the
            Deerfield location was completed during January 2003. The net book
            value of the facility's fixed assets transferred or disposed during
            January 2003 was $41,425 and $11,248, respectively.

Note 10 - Subsequent Events

            Annual Meeting Results

            On July 2, 2003, the Stockholders of Company adopted the Amendment
            to Milestone's Certificate of Incorporation, increasing the
            authorized shares of Common Stock from 25,000,000 to 50,000,000.

            An additional amendment to the Company's Certificate of
            Incorporation was approved by Company's stockholders on July 18,
            2003. It adds a new class of the 5,000,000 shares of "blank check"
            Preferred Stock. Such rights, preferences and privileges are to be
            determined by the Board of Directors when designating each issue.

            These amendments will serve to facilitate the conversion of the debt
            instruments whose maturity had been extended to September 20, 3003.


                                       13
<PAGE>

ITEM 2. Management's Discussion and Analysis or Plan of Operations

Summary of Significant Accounting Policies

      Our discussion and analysis of our financial condition and results of
      operations are based upon our condensed consolidated financial statements,
      which have been prepared in accordance with accounting principles
      generally accepted in the United States of America. The preparation of
      these consolidated financial statements requires us to make estimates and
      judgments that affect the reported amounts of assets, liabilities,
      revenues and expenses, and related disclosure of contingent assets and
      liabilities. On an on-going basis, we evaluate our estimates, including
      those related to accounts receivables, inventories, advances to our
      contract manufacturer, stock based compensation and contingencies. We base
      our estimates on historical experience and on various other assumptions
      that are believed to be reasonable under the circumstances, the results of
      which form the basis for making judgments about the carrying values of
      assets and liabilities that are not readily apparent from other sources.
      Actual results may differ from those estimates under different assumptions
      or conditions.

New Accounting Pronouncement

      In December 2002, SFAS No.148, "Accounting for Stock-Based
      Compensation-Transition and Disclosure, an Amendment of SFAS No. 123" was
      issued. SFAS No. 148 amends SFAS No. 123, to provide alternative methods
      of transition for a voluntary change to the fair value method of
      accounting for stock -based employee compensation. In addition, SFAS No.
      148 amends the disclosure requirements of SFAS No. 123 to require
      prominent disclosures in both annual and interim financial statements
      about the method of accounting for stock-based employee compensation and
      the effects of the method used on reporting results. Milestone adopted
      SFAS No. 148, effective January 1, 2003 and it did not have any material
      impact on its consolidated financial statements.

      In May 2003, SFAS No. 150, "Accounting for Certain Financial Instruments
      with Characteristics of both Liabilities and Equity" was issued. The
      statement requires that an issuer classify financial instruments that are
      within its scope as a liability. Many of those instruments were classified
      as equity under previous guidance. Most of the guidance in SFAS No. 150 is
      effective for all financial instruments entered into or modified after May
      31, 2003, and otherwise effective at the beginning of the first interim
      period beginning after June 15, 2003. We are currently evaluating the
      provisions of this statement, and do not believe that it will have an
      impact on our consolidated financial statements.

Overview

      Milestone's results from operations for the six months ended June 30,
      2003, clearly reflects Milestone's reliance on the continued growth in
      sales to foreign distributors while Milestone completes its training and
      further expansion of Milestone's domestic independent sales force and
      finalizes preparations to distribute two newly developed products while
      seeking additional financing.

      The net loss for the six months ended June 30, 2003 was approximately
      $136,000 greater than the loss reported for the six months ended June 30,
      2002. A decline in sales volume and gross profit percentages, coupled with
      increases in research and development expenses and interest expense were
      the primary factors in achieving these results.


                                       14
<PAGE>

Statement of Operations

  Three months ended June 30, 2003 compared to three months ended June 30, 2002

      Net sales for the three months ended June 30, 2003 and 2002 were
      $1,008,965 and $1,160,129, respectively. The $151,164 or 13.0% decrease is
      primarily related to approximately $86,000 decrease in CompuDent(TM) sales
      and a $48,000 decrease in CompuMed(TM) sales. Also, revenue from Wand(R)
      handpieces sales decreased by $10,000. The decrease in Wand(R) handpiece
      sales is the result of changing the primary vendor of the Wand(R)
      handpiece, resulting in inconsistent inventory levels. Subsequently, the
      transition issues have been resolved and are resulting in improved supply
      chain management.

      Cost of sales for the three months ended June 30, 2003 and 2002 were
      $499,337 and $515,756 respectively. The $16,419 decrease is attributable
      primarily to lower sales volume.

      For the three months ended June 30, 2003, Milestone generated a gross
      profit of $509,628 or $51% as compared to a gross profit of $644,373 or
      56% for the three months ended June 30, 2002. The decrease in gross profit
      percentage is primarily attributable to increased sales to foreign
      distributors. Sales to foreign distributors are of higher volume but at a
      reduced margin.

      Selling, general and administrative expenses for the three months ended
      June 30, 2003 and 2002 were $841,435 and $937,952 respectively. The
      $96,517 decrease is attributable primarily to an approximate $106,000
      decrease in expenses associated with the sale and marketing of the
      Wand(R).

      Milestone incurred costs totaling $13,150 relating to the rent expense for
      its closed facility in Deerfield, IL.

      Research and development expenses for the three months ended June 30, 2003
      and 2002 were $51,091 and $15,084, respectively. These costs are
      associated with the development of Milestone's SafetyWand(TM), which
      incorporates engineered safety injury sharps protection, mandated by the
      Federal Needlestick Safety and Prevention Act of 2000.

      The loss from operations for the three months ended June 30, 2003 and 2002
      were $396,048 and $308,643, respectively. The $87,405 increase in loss
      from operations is explained above.

      Milestone generated $24,000 in other income for the three months ended
      June 30, 2002 as a result of a consulting contract which expired in
      October 2002.

      Interest expense of $254,510 was incurred for the three months ended June
      30, 2003 as compared to $217,567 for the three months ended June 30, 2002.
      The increase is attributable to higher average borrowings in 2003.

      The net loss for the three months ended June 30, 2003 was $650,558 as
      compared to a net loss of $502,210 for the three months ended June 30,
      2002. The $148,348 increase in net loss is explained above.

    Six months ended June 30, 2003 compared to six months ended June 30, 2002

      Net sales for the six months ended June 30, 2003 and 2002 were $2,134,690
      and $2,181,717, respectively. The $47,027 or 2.2% decrease is primarily
      related to an approximate $69,000 decrease in CompuMed(TM) sales a $35,000
      decrease in CompuDent(TM) sales and a $44,000 decrease in domestic sales
      of the Wand(R) handpieces. These decreases were partially offset by an
      $113,000 increase in foreign sales of the Wand(R) handpiece. The decrease
      in Wand(R) handpiece sales is the result of changing the primary vendor of
      the


                                       15
<PAGE>

      Wand(R) handpiece, resulting in inconsistent inventory levels.
      Subsequently, the transition issues have been resolved and are resulting
      in improved supply chain management.

      Cost of sales for the six months ended June 30, 2003 and 2002 were
      $1,048,421 and $981,771 respectively. The $66,650 increase is attributable
      primarily to higher sales volume to foreign distributors.

      For the six months ended June 30, 2003, Milestone generated a gross profit
      of $1,086,269 or 50.9% as compared to a gross profit of $1,199,946 or 55%
      for the six months ended June 30, 2002. The decrease in gross profit
      percentage is primarily attributable to increased sales to foreign
      distributors. Sales to foreign distributors are of higher volume but at a
      reduced margin.

      Selling, general and administrative expenses for the six months ended June
      30, 2003 and 2002 were $1,600,415 and $1,835,208 respectively. The
      $234,793 decrease is attributable primarily to an approximate $227,000
      decrease in expenses associated with the sale and marketing of the Wand(R)
      technology.

      Milestone incurred costs totaling $65,873 relating to the closure of its
      Deerfield, IL facility.

      Research and development expenses for the six months ended June 30, 2003
      and 2002 were $83,092 and $45,379 respectively. These costs are associated
      with the development of Milestone's SafetyWand(TM), device.

      The loss from operations for the six months ended June 30, 2003 and 2002
      were $663,111 and $680,641 respectively. The $17,530 decrease in loss
      from operations is explained above.

      Milestone generated $48,000 in income for the six months ended June 30,
      2002 as a result of a consulting contract which expired in October 2002.

      Interest expense of $495,691 was incurred for the six months ended June
      30, 2003 as compared to $389,780 for the six months ended June 30, 2002.
      The increase is attributable to higher average borrowings in 2003.

      The net loss for the six months ended June 30, 2003 was $1,158,802 as
      compared to a net loss of $1,022,421 for the six months ended June 30,
      2002. The $136,381 increase in net loss is explained above.

Liquidity and Capital Resources

      The accompanying condensed consolidated financial statements have been
      prepared assuming Milestone will continue as a going concern. However, as
      shown in the accompanying condensed consolidated financial statements,
      Milestone incurred net losses of approximately $1,159,000 and $1,022,000
      and negative cash flows from operating activities of $452,000 and $216,000
      during the six months ended June 30, 2003 and 2002, respectively. As a
      result, Milestone had a cash balance of only approximately $28,000, a
      working capital deficiency of approximately $6,143,000 and a stockholders'
      deficiency of approximately $7,250,000 as of June 30, 2003. These matters
      raise substantial doubt about Milestone's ability to continue as a going
      concern. Management believes that its initial concerns about the Company's
      ability to continue as a going concern have been alleviated by recent
      actions taken by Milestone as well as management's plans which are
      discussed below.

      Further, management believes that, in the absence of a substantial
      increase in revenue, it is probable that Milestone will continue to incur
      losses and negative cash flows from operating activities through at least
      June 30, 2004 and that the Company will need to obtain additional equity
      or debt financing, as well as to continue its ability to defer its
      obligations, to sustain its operations until it can expand its customer
      base and achieve profitability, if ever.


                                       16
<PAGE>

      To date, the Company has taken certain steps in order to reduce its
      operating expenses and utilization of cash. These steps include, amongst
      others, the following:

            o     Commencing in 2001 and continuing through 2003, the Company
                  reconfigured its sales force. The Company went from
                  maintaining a large internal sales force to utilizing
                  independent sales representatives and distributors.

            o     The Company reduced administrative personnel and telemarketers
                  by approximately ten people.

            o     On January 31, 2003, the Company completed the closing of the
                  Deerfield, IL facility. The customer support, service and
                  other back-office functions previously conducted, in whole or
                  in part, at this location were consolidated into the Company's
                  New Jersey location. The receiving, shipping and storage
                  functions, which were also previously done at this location,
                  are now outsourced to an independent warehouse located in
                  Pennsylvania.

            o     Obtained an agreement from its Chief Executive
                  Officer/Stockholder to defer 2002 and 2003 compensation,
                  aggregating $640,000 until January 2005.

            o     Restructured and extended the maturity dates of its debt
                  obligations. Further, as part of the debt restructuring, the
                  Company obtained agreements from certain of its noteholders
                  enabling it to convert debt and related interest aggregating
                  approximately $5,239,000 at June 30, 2003 into shares of
                  common stock. On July 1, 2003, the Company received the
                  necessary approval from convertible debt holders to extend the
                  maturity date of certain obligations until September 20, 2003.
                  It is the Company's intention to have this conversion
                  completed sometime during the third quarter of 2003.

            o     Obtained an agreement from one of its attorneys to convert an
                  additional $160,000 of the amount owed into shares of common
                  stock.

            o     During February 2003, the Company received a $200,000 note
                  payable from an existing investor which was scheduled to
                  mature on August 1, 2003. The note is convertible into shares
                  of common stock, at the Company's option, which it plans to do
                  during the third quarter of 2003. On July 1, 2003, the
                  noteholder agreed to extend the note payable to September 20,
                  2003.

            o     In April 2003, the Company received an additional $900,000 8%
                  line of credit from the same investor, which is scheduled to
                  mature on January 1, 2005, unless extended. $200,000 was drawn
                  down from the line during April 2003. Subsequent drawn down
                  were $25,000 and $75,000 in July and August, respectively.

            o     On June 2, 2003, the Company received an additional $50,000
                  note payable with warrants attached from a stockholder. The
                  note is scheduled to mature in November 2004 and is
                  convertible to stock at the Company's option.

      For the six months ended June 30, 2003, the Company's net cash used in
      operating activities was $451,760 This was attributable primarily to a net
      loss of $1,158,802 adjusted for noncash items of $242,962 (of which
      $213,640 was for amortization of debt discount and deferred financing
      costs); a $369,518 increase in accounts receivable; an $38,092 increase in
      inventories; a $103,883 decrease in advances to contract manufacturer; a
      $43,555 decrease in prepaid expenses; an increase in accounts payable of
      $270,807; a $282,051 increase in accrued interest; a $11,396 increase in
      accrued expenses; and an $160,000 increase in deferred compensation.

      For the six months ended June 30, 2003, the Company used $14,950 in
      investing activities for capital expenditures.

      For the six months ended June 30, 2003, the Company generated $485,494
      from financing activities as it issued promissory notes to existing
      investors totaling $450,000, incurred $58,215 of net borrowings from its
      Chief Executive Officer, and recorded $22,721 in deferred financing
      costs.


                                       17
<PAGE>

      At June 30, 2003, the Company had one foreign customer which accounted for
      approximately 22% of sales for the three and six months ended June 30,
      2003 and approximately 16% and 17%, respectively, for the three and six
      months ended June 30, 2002. At June 30, 2003, receivables from this
      customer were approximately 68% of our total outstanding receivables.

OPERATIONS

      Milestone believes that CompuDent(TM), CompuMed(TM) and The Wand(R)
      technology represents a major advance in the delivery of local anesthesia
      and that the potential applications of this technology extends beyond
      dentistry. Based on scientific and anecdotal support, the Company contends
      that CompuMed(TM) could enhance the practices of the estimated 90,000 U.S.
      based physicians included in such non-dental disciplines as Podiatry, Hair
      Restoration Surgery, Plastic Surgery, Dermatology, colorectal surgery and
      procedures in Orthopedics, OB-GYN and Ophthalmology.

      Despite limited resources, Milestone has continued its efforts to realize
      the market potential of The Wand(R) and become profitable. These steps
      include (i) relaunching of The Wand Plus(TM) drive unit domestically,
      under the name CompuDent(TM), (ii) distribution of CompuDent(TM) through a
      host of channels (i.e. independent sales representatives, an inside sales
      group and a major dental distributor), (iii) launching The Wand Plus(TM)
      drive unit for medical purposes and marketing it as CompuMed(TM), (iv)
      increasing presence at medical trade shows, (v) advertising to increase
      the awareness of the product, (vi) implementing cost reduction programs,
      and (vii) restructuring certain outstanding obligations. Management
      believes that these steps are critical to the realization of Milestone's
      long-term business strategy.

NEW PRODUCTS

      In June 2003, Milestone Scientific received approval to sell two new
      products - the SafetyWand(TM) and the Wand(R) handpiece with Needle in the
      European Community and to apply the CE Mark to those products.

      SafetyWand addresses the need to incorporate engineered safety injury
      protection (ESIP) into medical devices required under the federal
      Needlestick Safety and Prevention Act. This Act also requires employers to
      identify, evaluate and implement products with ESIP on an annual basis.
      SafetyWand, which is used in conjunction with the CompuDent computer
      controlled local anesthetic delivery system, allows the practitioner to
      safely protract and retract a needle into a protective sheath. The
      SafetyWand was developed by Dr. Mark Hochman, Milestone's Director of
      Research and Development.

      The Wand handpiece with bonded needle, addresses three critical issues.
      First, in some parts of the world, practitioners re-use the single patient
      disposable Wand handpiece. By bonding the needle to the handpiece, this
      re-use will be eliminated. The Wand handpiece with needle will be sold at
      the current selling price of the Wand handpiece, which will reduce the
      practitioners overall cost. Secondly, as the product will be available in
      27G 1 1/4", 30G 1" and 30G 1/2" models, the practitioners will purchase
      multiple SKU's to address all of their procedures. Finally, the gross
      margin on this handpiece will improve by more than 30%.

LEGAL PROCEEDINGS

      On June 10, 2002, Inc. a former distributor, Henry Schein, Inc. sued
      Milestone in the Supreme Court of the State of New York for $110,851
      claimed to be due them for returned merchandise. Milestone denies any
      liability. The parties are currently engaged in discovery. Milestone
      believes it has meritorious defense to this complaint based, in part, on
      its position that the plaintiff had no right to return the goods.

      On May 9, 2003, Milestone was served with a Breach of Contract Complaint.
      In the complaint, the plaintiff, Korman/Lender Management (landlord of the
      facility in Deerfield, IL) sued $17,755 plus costs,


                                       18
<PAGE>

      including attorney's fees, interest and continuing rental obligation.
      Milestone is in the process of preparing a response.

OTHER MATTERS - AMERICAN STOCK EXCHANGE

      On May 2, 2002, Milestone received a letter from the American Stock
      Exchange advising that the Company have fallen below the stockholders'
      equity criterion and requesting the submission of a recovery plan
      detailing any actions taken, or planned to be taken within the next 18
      months to bring the Company into compliance. On June 10, 2002, the Company
      submitted a detailed recovery plan to the American Stock Exchange showing
      how Milestone expects to achieve stockholder equity of $4,000,000 by
      December 31, 2003. In response, Milestone received informal advice from
      the American Stock Exchange that in view of the expected loss in 2002,
      Milestone needed to demonstrate how the Company will achieve $6,000,000 in
      stockholders' equity by the end of 2003. On August 14, 2002, a
      supplemental plan demonstrating how Milestone expects to meet these
      requirements was submitted. On August 23, 2002, the American Stock
      Exchange advised Milestone that they had determined that the plan makes a
      reasonable demonstration of Milestone's ability to regain compliance with
      the continued listing standards by the conclusion of the plan period at
      the end of 2003. Subsequently, Milestone has discussed with American Stock
      Exchange its results from operations and its future expectations as they
      relate to the plan submitted in August 2002. The continued listing of
      Milestone's securities on the American Stock Exchange during this period
      will be subject to periodic reviews by the Exchange. Failure to show
      progress consistent with the plan or to regain compliance by the end of
      the plan period could still result in the Milestone being delisted. In the
      event that Milestone's securities are delisted from the American Stock
      Exchange, trading, if any, in the common stock and warrants would be
      conducted in the over the counter market on the NASD's "OTC Bulletin
      Board." Consequently the liquidity of Milestone securities could be
      impaired, not only in the number of securities which could be bought and
      sold, but also through delays in the timing of transactions, reduction in
      security analysts and new media coverage of Milestone, and lower prices
      for Milestone's securities than might otherwise be obtained.


                                       19
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures. Milestone's management,
with the participation of the chief executive officer and the chief financial
officer, carried out an evaluation of the effectiveness of Milestone's
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of
the period covered by this quarterly report (the "Evaluation Date"). Based upon
that evaluation, the chief executive officer and the chief financial officer
concluded that, as of the Evaluation Date, Milestone's disclosure controls and
procedures are effective, providing them with material information relating to
Milestone as required to be disclosed in the reports Milestone files or submits
under the Exchange Act on a timely basis.

b) Changes in Internal Control over Financial Reporting. There were no changes
in Milestone's internal controls over financial reporting, known to the chief
executive officer or the chief financial officer, that occurred during the
period covered by this report that has materially affected, or is reasonably
likely to materially affect, Milestone's internal control over financial
reporting.


                                       20
<PAGE>

                                     PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits:

            4.44  Warrant to purchase 160,256 shares dated June 4, 2003.

            4.45  Form of consent letter to holders of 6%/12% Senior Secured
                  Notes, dated June 20, 2003.

            4.46  Form of consent letter to holders of 6%/12% Secured Notes,
                  dated June 20, 2003.

            4.47  Form of consent letter to Mr. K. Tucker Andersen, dated July
                  22, 2003.

            10.29 6% Convertible Promissory Note, dated June 4, 2003.

            31.1  Chief Executive Officer Certification pursuant to section 302
                  of the Sarbanes-Oxley Act of 2002.

            31.2  Chief Financial Officer Certification pursuant to section 302
                  of the Sarbanes-Oxley Act of 2002.

            32.1  Chief Executive Officer Certification pursuant to section 906
                  of the Sarbanes-Oxley Act of 2002.

            32.2  Chief Financial Officer Certification pursuant to section 906
                  of the Sarbanes-Oxley Act of 2002.

      (b) Reports on Form 8-K:

            None.

                                   SIGNATURES

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

                                       MILESTONE SCIENTIFIC INC.
                                              Registrant


                                       /s/ Leonard Osser
                                       -------------------------------------
                                       Leonard Osser Chairman and
                                       Chief Executive Officer


                                       /s/ Thomas M. Stuckey
                                       -------------------------------------
                                       Thomas M. Stuckey, Vice President and
                                       Chief Financial Officer

Dated: August 17, 2003


                                       21