UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

                                   (Mark One)
     [X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
                              Exchange Act of 1934
                 For the Quarterly Period Ended: March 31, 2004
                                       or

    [ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
                              Exchange Act of 1934
                  For the Period from __________ to __________

                         Commission File Number: 0-6333
                                                 ------

                            HYDRON TECHNOLOGIES, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


               New York                                 13-1574215
    -------------------------------      ---------------------------------------
    (State or other jurisdiction of      (I.R.S. Employer Identification Number)
     incorporation or organization)


 2201 West Sample Road, Building 9, Suite 7B
           Pompano Beach, FL 33073                     (954) 861-6400
  ----------------------------------------     -------------------------------
  (Address of Principal Executive Offices)     (Registrant's telephone number)




Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of 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. [X] Yes [ ] No.

   Number of shares of common stock outstanding as of May 10, 2004: 9,260,136
<PAGE>
                                EXPLANATORY NOTE

         This Form 10-Q/A (Amendment No. 1) amends Part I of the Quarterly
Report on Form 10-Q for the quarter ended March 31, 2004, originally filed by
Hydron Technologies, Inc. on May 13, 2004. The effect of the amendment is to
insert brackets around the 2003 "Net loss per share" on the Condensed Statements
of Operations, page 4, which were inadvertently omitted on the original filing.
There are no other changes to the originally filed Form 10-Q.
<PAGE>

TABLE OF CONTENTS                                                           PAGE

Part I. Financial Information
-----------------------------

Item 1.  Financial Statements (Unaudited)

         Condensed Balance Sheets-- March 31, 2004 and                       3
              December 31, 2003

         Condensed Statement of Operations -- Three months ended             4
              March 31, 2004 and 2003
         Condensed Statements of Cash Flow -- Three months ended             5
              March 31, 2004 and 2003

         Notes to Condensed Financial Statements                             6

Item 2.  Management's Discussion and Analysis of Financial Condition         8
              and Results of Operations

Item 4.  Controls and Procedures                                             15

Part II. Other Information
--------------------------

Item 6.  Exhibits and Reports on Form 8-K.                                   16

         Signatures                                                          17

         Certification of Chief Officers Pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002 and Item 307 of Regulation S-K      18

         Certification Pursuant to 18 U.S.C., Section 1350, as Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      21

                                       2
<PAGE>

                            HYDRON TECHNOLOGIES, INC.

                            Condensed Balance Sheets
<TABLE>
<CAPTION>
                                                            March 31, 2004     December 31, 2003
                                                             (Unaudited)            (Note)
                                                          -----------------    -----------------
                    ASSETS
<S>                                                       <C>                  <C>
Current assets
     Cash and cash equivalents                            $         884,497    $         964,723
     Trade accounts receivable                                        1,825               10,191
     Inventories                                                    515,531              520,032
     Prepaid expenses and other current assets                       19,116               34,422
                                                          -----------------    -----------------
            Total current assets                                  1,420,969            1,529,368

Property and equipment, less accumulated
         depreciation of $205,411 and $204,361 at
         2004 and 2003, respectively                                 16,591               17,641
Deposits                                                             19,588               19,587
Deferred product costs, less accumulated
         amortization of $140,686 and $133,186 at
         2004 and 2003, respectively                                168,991              176,491

                                                          -----------------    -----------------
            Total Assets                                  $       1,626,139    $       1,743,087
                                                          =================    =================


      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
     Accounts payable                                     $         102,434    $          42,229
     Loans payable                                                    3,861                4,803
     Royalties payable                                              139,404              127,437
     Deferred revenues                                              138,966              165,164
     Accrued liabilities                                            237,945              234,954
                                                          -----------------    -----------------
         Total current liabilities                                  622,610              574,587

Commitments and contingencies                                            --                   --

Shareholders' equity
     Preferred stock - $.01 par value
         5,000,000 shares authorized; no shares issued
         or outstanding                                                  --                   --
     Common stock - $.01 par value
         30,000,000 shares authorized; 9,320,336 shares
         issued; and 9,260,136 shares outstanding
         at 2004 and 2003, respectively                              93,203               93,203
     Additional paid-in capital                                  21,086,237           21,086,237
     Accumulated deficit                                        (19,736,753)         (19,571,782)
     Treasury stock, at cost; 60,200 shares                        (439,158)            (439,158)
                                                          -----------------    -----------------
         Total Shareholders' equity                               1,003,529            1,168,500

                                                          -----------------    -----------------
         Total liabilities and shareholders equity        $       1,626,139    $       1,743,087
                                                          =================    =================
</TABLE>

Note:    The balance sheet at December 31, 2003 has been derived from the
         audited financial statements at that date but does not include all of
         the information and footnoters required by generally accepted
         accounting principles for complete financial statements.

            See accompanying notes to condensed financial statements

                                       3
<PAGE>

                            HYDRON TECHNOLOGIES, INC.

                       Condensed Statements of Operations
                                   (Unaudited)

                                                   Three months ended March 31,
                                                   ----------------------------
                                                       2004            2003
                                                   ------------    ------------

Net sales                                          $    386,132    $    313,627
Cost of sales                                           157,630         116,359
                                                   ------------    ------------
Gross profits                                           228,502         197,268

Expenses
      Royalty expense                                    11,967              --
      Research and development                           64,745          17,179
      Selling, general & administration                 309,031         338,419
      Depreciation & amortization                         8,550          49,770
                                                   ------------    ------------
          Total expenses                                394,293         405,368

                                                   ------------    ------------
Operating loss                                         (165,791)       (208,100)

Interest income - net of interest expense                   820             388
                                                   ------------    ------------
          Loss before income taxes                     (164,971)       (207,712)

Income taxes expense                                         --              --
                                                   ------------    ------------
          Net loss                                 $   (164,971)   $   (207,712)
                                                   ============    ============

Basic and diluted loss per share
      Net loss per common share                    $      (0.02)   $      (0.03)
                                                   ============    ============

Weighted average shares
      outstanding (basic and diluted)                 9,260,136       7,050,136
                                                   ============    ============


Note:    Shipping and handling revenues and costs have been reclassified from
         selling, general, & admintration to net sales and cost of sales,
         respectively. These reclassifications have no effect on reported net
         income.

            See accompanying notes to condensed financial statements

                                       4
<PAGE>
                            HYDRON TECHNOLOGIES, INC.

                        Condensed Statements of Cash Flow
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Three Months ended
                                                            ------------------------
                                                               2004          2003
                                                            ----------    ----------
<S>                                                         <C>           <C>
Operating activities
       Net loss                                             $ (164,971)   $ (207,712)
           Adjustments to reconcile net loss to
            net cash used by operating activities
                Depreciation and amortization                    8,550        49,770

           Change in operating assets and liabilities
                Trade accounts receivables                       8,366        35,142
                Inventories                                      4,501        17,008
                Prepaid expenses and other current assets       15,306        11,877
                Deposits                                            --            --
                Accounts payable                                60,204       (54,798)
                Royalties payable                               11,967            --
                Deferred revenues                              (26,198)       26,652
                Accrued liabilities                              2,991        15,254
                                                            ----------    ----------
           Net cash used in operating activities               (79,284)     (106,807)

Investing activities
       Capital expenditures, net                                    --        (5,838)
       Deferred product costs                                       --        (6,480)
                                                            ----------    ----------
           Net cash used in investing activities                    --       (12,318)

Financing activities
           Net cash used for loans payable                        (942)           --


                                                            ----------    ----------
           Net decrease in cash and cash equivalents           (80,226)     (119,125)

Cash and cash equivalents at beginning of period               964,723       291,136

                                                            ----------    ----------
Cash and cash equivalents at end of period                  $  884,497    $  172,011
                                                            ==========    ==========
</TABLE>

            See accompanying notes to condensed financial statements.

                                       5
<PAGE>

                            Hydron Technologies, Inc.
                     Notes to Condensed Financial Statements
                                   (unaudited)


Note A -- Basis of Presentation

         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-Q and Article 10 of Regulation
S-X. 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 of Hydron Technologies, Inc. (the
"Company"), all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31, 2004 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2004. For further information, refer to the financial statements and footnotes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2003.

Use of Estimates

         The preparation of financial statements in conformity with generally
accepted accounting principles requires Management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.


Note B - Inventories

         Inventories consist of the following:

                                                 March 31     December 31,
                                                   2004           2003
                                               ------------   ------------

          Finished Goods                       $    101,221   $     90,443
          Raw materials and components              414,310        429,589
                                               ------------   ------------

                                               $    515,531   $    520,032
                                               ============   ============


Note C - Distribution

         The majority of the Company's products are currently sold in the United
States through Hydron direct marketing channels (proprietary Catalog and the
World Wide Web site). The Company also sells its products to private label
customers, television retailers and, to a lesser extent, internationally through
salons and doctors offices.

Note D - Earnings Per Share

         Effective January 1, 2004, the Company granted options to purchase
100,000 shares of common stock for $.659 to consultants. These options vest over
12 months.

         Options and warrants to purchase 4,581,500 shares of common stock were
outstanding at March 31, 2004, but were not included in the computation of
diluted earnings per share because the effect would be anti-dilutive.

         The Board of Directors has approved the issuance of an additional
943,500 options, subject to the approval of a stock option plan amendment at the

                                       6
<PAGE>

                            Hydron Technologies, Inc.
                     Notes to Condensed Financial Statements
                                   (unaudited)


Note D - Earnings Per Share

next shareholders' meeting. These options have not been reflected in March 31,
2004 calculations since there are insufficient options available without the
shareholders' actions.

         There were no options granted to employees during the three months
ended March 31, 2004 that would require adjustments to the pro forma information
regarding net income and earnings per share required by FASB Statement No. 123
and it is unchanged from that reflected in the Company's Annual Report on Form
10-K for the year ended December 31, 2003.

Note E - Accrued Liabilities

Accrued liabilities represent expenses that apply to the reported period and
have not been billed by the provider or paid by the Company. Accrued liabilities
consisted of the following:

                                          March 31,    December 31,
                                            2004           2003
                                        ------------   ------------

          Dividends payable             $     83,163   $     83,163
          Director fees payable               69,013         65,012
          Legal fees                           4,912         35,552
          Other                               80,857         51,227
                                        ------------   ------------
                                        $    237,945   $    234,954
                                        ============   ============


Note F - Going Concern

         The accompanying condensed financial statements were prepared assuming
that the Company will continue as a going concern. This basis of accounting
contemplates the recovery of the Company's assets and the satisfaction of its
liabilities in the normal course of operations. The Company's ultimate ability
to attain profitable operations is dependent upon obtaining additional financing
or to achieve a level of sales adequate to support its cost structure.

         Accordingly, there are no assurances that the Company will be
successful in achieving the above plans, or that such plans, if consummated,
will enable the Company to obtain profitable operations or continue as a going
concern.

                                       7
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Business

         Hydron Technologies, Inc. continues to shift its primary focus to
conducting research and development into products and medical applications
utilizing its patented tissue oxygenation technology. In November 2003 Hydron
received a US patent for the method of oxygenating skin and tissue topically,
using microbubbles of pure oxygen, averaging one micron in diameter, suspended
in fluid. The super-oxygenation technology delivers pure oxygen through the skin
to tissue depths considered therapeutic for wound healing and the maintenance of
tissue viability. A topically applied oxygenated skin treatment could have
numerous applications in wound healing and anti-aging skincare treatments.

         Research and development efforts to date have included clinical
testing, in-vitro bacteriological testing, micro-bubble size analysis, packaging
prototypes, and stability testing. Following its successful pre-clinical test at
the University of Massachusetts Medical School, Department of Thoracic Surgery,
the Company commissioned a clinical test on healthy human subjects. This
clinical test produced an average increase in subcutaneous tissue oxygenation of
54%. Management believes that these tests provided the first-ever evidence that
subcutaneous tissue could be oxygenated from the outside in without the use of
high pressure-chamber treatment.

         On November 14, 2003, Hydron completed a non-brokered private placement
to accredited investors, raising $1.1 million, to accelerate its research and
development program surrounding this oxygenation technology. The Company has
also added expert clinical and regulatory consultants and will pursue approval
from the FDA to allow the use of its oxygenation technology for a number of
medical applications.

         The Company also markets a broad range of consumer and oral health care
products using a moisture-attracting ingredient (the "Hydron(TM) polymer"), a
topical delivery system for active ingredients including pharmaceuticals. The
Company holds U.S. and international patents on, what Management believes is,
the only known cosmetically acceptable method to suspend the Hydron polymer in a
stable emulsion for use in personal care/cosmetic products. The Company is
developing other personal care/cosmetic products for consumers using its
patented technology and would, when appropriate, either seek licensing
arrangements with third parties, or develop and market proprietary products
through its own efforts.

Results of Operations

         Total net sales for the three months ended March 31, 2004 were
$386,132, an increase of $72,505 or 23.1% from net sales of $313,627 for the
three months ended March 31, 2003. Skin care products net sales for the three
months ended March 31, 2004 were $350,857, an increase of $80,537 or 29.8% from
sales of $270,320 for the three months ended March 31 2003. Professional
products' net sales for the three months ended March 31, 2004 were $3,400, an

                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

increase of $1,320 or 63.5% from sales of $2,080 for the three months ended
March 31, 2003. Shipping and handling revenues for the three months ended March
31, 2004 were $30,050, a decrease of $6,915 or 18.7% from shipping and handling
revenues of $36,965 in the three months ended March 31, 2003.

         Skin care products sales primarily consist of catalog sales and private
label sales. During the three months ended March 31, 2004, direct marketing
catalog sales decreased by $41,846 or 15.5% from $270,320 for the three months
ended March 31, 2003 to $228,474. Private label sales for the three months ended
March 31, 2004 were $122,383. There were no private label sales in the first
quarter of 2003. These sales tend to fluctuate from quarter to quarter as
purchase orders cover more than one year's supply and products in the line are
only purchased approximately four to six times a year.

         Historically, over 98% of the Company's products are sold in the United
States. The Company sells skin care products in Australia and dental products in
Spain and Canada. These sales are not material at this time and represented 0.2%
and 0.5% of total sales for the three months ended March 31, 2004 and 2003,
respectively.

         Cost of sales was $157,630 for the three months ended March 31, 2004,
an increase of $41,271 or 35.5% from cost of sales of $116,359 for the three
months ended March 31, 2003. Cost of sales was 40.8% of total sales the three
months ended March 31, 2004 compared to 37.1% for the three months ended March
31, 2003. The increase in the cost of sales percentage reflects the impact of
the private label sales that have a product cost of 60.2% of sales versus the
product cost of catalog sales that represents 19.9% of catalog sales. Shipping
and handling costs for the first quarter of 2004 were $32,732, a decrease of
$18,053 or 35.5% from shipping and handling cost of $50,785 for the same period
in 2003. This decrease reflects the 15.5% decline in catalog sales plus savings
realized by performing more of the shipping and handling tasks in house.

         The Company's overall gross profit margin decreased to 59.2% of net
sales for the three months ended March 31, 2004 versus 62.9% for the three
months ended March 31, 2003. This primarily reflects the lower margin private
label sales and to a lesser degree the costs discussed above.

         Royalty expenses for the three months ended March 31, 2004 were
$11,967. There were no royalty expenses for the first quarter of 2003. No
accrued royalty expenses were required in 2003 as the definition of applicable
products was changed creating a surplus accrual. That surplus has now been
exhausted and the expense reflects the royalties due on sales for the period.

         Research and development ("R&D") expenses reflect the Company's efforts
to identify new product opportunities, obtain regulatory approval, develop and
package the products for commercial sale, perform appropriate efficacy and
safety tests, and conduct consumer panel studies and focus groups. R&D expenses
for the three months ended March 31, 2004 were $64,745, an increase of $47,566
or 276.9% over R&D expenses of $17,179 for the three months ended March 31,
2003. This increase is principally due to the Company's R&D work on its new

                                       9
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

oxygenation technology. The amount of R&D expenses per year will continue to
increase as the Company moves through the FDA approval process and expands our
research behind this technology.

         Selling, general and administrative ("SG&A") expenses for the three
months ended March 31, 2004 were $309,031, representing a decrease of $29,388 or
8.7% from SG&A expenses of $338,419 for the three months ended March 31, 2003.
Employment expense was $133,150 for the three months ended March 31, 2004, a
decrease of $11,328 or 7.8% from $144,478 for the three months ended March 31,
2003. This decrease was primarily due to the elimination of a managerial
position in order to control operating costs. Postage expense was $17,218 for
the three months ended March 31, 2004, a decrease of $11,283 or 39.6% from
$28,501 for the three months ended March 31, 2003. This decrease was principally
the postage cost associated with mailing samples and marketing activities to HSN
customers in 2003 that were not repeated in 2004. All other expenses were
$158,663 for the three months ended March 31, 2004, a decrease of $6,777 or 4.1%
from $165,440 for the three months ended March 31, 2003.

         Depreciation and amortization expense was $8,550 for the three months
ended March 31, 2004, a decrease of $41,220 or 82.8% from $49,770 for the three
months ended March 31, 2003. The decrease was primarily due to intangible assets
becoming fully amortized by mid-2003. Fully amortized intangible assets of
$5,370,000 were written off in 2003.

         Net interest income was $820 for the three months ended March 31, 2004
compared to net interest income of $388 for the three months ended March 31,
2003. The Company maintains a conservative investment strategy with respect to
its cash balances, deriving investment income primarily from U.S. Treasury
securities.

         The Company had a net loss of $164,971, representing a decrease of
$42,741 or 20.6% for the three months ended March 31, 2004 from the net loss of
$207,712 for the three months ended March 31, 2003, primarily a result of the
factors discussed above.

Liquidity and Financial Resources

         The Company anticipates that present working capital balances and
internally generated funds will be sufficient to meet our working capital needs
for the next nine months. The development of our oxygenation technology will
depend on our ability to raise capital on commercially reasonable terms. The
Company's working capital was approximately $798,359 for the three months ended
March 31, 2004, including cash and cash equivalents of approximately $884,497.
Cash used by operating activities was $79,284. Net funds used for financing
activities were $942.

         The Company does not have any material debt, long-term capital leases
or long-term operating leases. The Lease on the current office facility expires
August 31, 2004 and the Company expects to renew the lease on a short-term

                                       10
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

basis. There are no capital expenditures under construction and no long-term
commitments other than royalty payments under an agreement with GP Strategies
Corporation (See note 5 to the Financial Statements included in the Company's
Form 10-K dated December 31, 2003). The Company does not have any lines of
credit. There are no purchase order commitments that exceed 90 days.

         The Company completed a non-brokered private placement of 1,750,000
Units at $.20 per Unit ($350,000), on December 10, 2002 to several accredited
investors. Each Unit is comprised of one share of common stock and one
three-year option to buy one additional common share at $.20. As of December 31,
2003 all 1,750,000 options are outstanding.

         On November 14, 2003, the Company completed a non-brokered private
placement of 2,210,000 Units at $.50 per Unit ($1,105,000) to accredited
investors. Each Unit is comprised of one share of Common Stock and one five-year
warrant to buy one additional Common Share at $1.00. As of December 31, 2003,
all 2,210,000 warrants are outstanding.

         The Company is in the process of registering these outstanding shares
and the 4,581,500 underlying shares of outstanding warrants/options with the
Securities and Exchange Commission as required by the November 14, 2003 private
placement agreement. The warrants/options are a future source of capital for the
Company and could generate up to $2,560,000 if they are exercised.

         The Company's independent accountants issued a "going concern" opinion
since the Company has incurred significant losses over the past five years and
generates a negative cash flow on a monthly basis. The ability of the Company to
continue as a going concern is dependent upon increasing sales, managing
operating expenses and obtaining additional equity financing.

Management's plan includes the following elements:

     o    Obtaining FDA approval of the Company's oxygenation technology in
          marketing segments, which are attractive to today's investor.

     o    Effectively applying the Company's existing resources to achieve
          objectives that will attract the interest of new investors and
          strategic partners.

     o    Advancing the oxygenation technology in the medical segment that will
          stimulate the interest of new investors and strategic partners.

     o    Entering into joint ventures with strategic partners that can provide
          complimentary products, distribution, and manufacturing capabilities.

                                       11
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

     o    Expanding the product line of existing private label customers and
          thus leverage the Hydron(TM) polymer technology across multiple
          product lines.

     o    Developing new skin care products for new private label customers
          utilizing Hydron's proprietary expertise on a broader base of
          products.

     o    Licensing proprietary and possibly patentable technologies, including
          skin and tissue oxygenation and the acne ingredient delivery system,
          where appropriate to third party companies.

     o    Continued emphasis on catalog sales, including sales made over the
          internet, since these sales have higher profit margins.

     o    Increasing use of direct marketing techniques to reach new and current
          consumers such as print promotions mailed to targeted consumers, Web
          site specials, promotions to other Web site customers, and direct
          E-mail promotions to new customers.

     o    Adding new revenue streams through expanded international distribution
          achieved through the use of distribution agreements with foreign and
          international distributors.

     o    Development, acquisition and marketing of new product lines based on
          proprietary technologies that appeal to the aging baby boomers as well
          as the new generation.

     o    The Company will continue to develop proprietary technology that it
          believes will improve its long-term success in the skin care business,
          such as the acne ingredient delivery system. The Company's
          super-oxygenated fluid and composition technology should allow
          significant advances in skin care products and open application and
          licensing opportunities beyond the skin care category.

     o    Entering into marketing, licensing, and distribution agreements with
          third parties which have greater financial and distribution resources
          than those of the Company and that can enhance the Company's product
          introductions with appropriate national marketing support programs.

         There can be no assurances that Management's Plan will be successful
and the Company's actual results could differ materially. No estimate has been
made should Management's plan be unsuccessful.

                                       12
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

Cautionary Statement Regarding Forward Looking Statements

         The statements contained in this Report on Form 10-Q that are not
purely historical are forward looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, including statements regarding the Company's expectations, hopes,
intentions, beliefs or strategies regarding the future, including, without
limitation, it's plans regarding distribution and marketing of it's products and
the development, acquisition and marketing of new products. Forward looking
statements include the Company's liquidity, anticipated cash needs and
availability, and the anticipated expense levels under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

         Each forward-looking statement reflects our current view of future
events and is subject to risks, uncertainties, and other factors that could
cause actual results to differ materially from any results expressed or implied
by our forward-looking statements. Important factors that could cause actual
results to differ materially from the results expressed or implied by any
forward-looking statements include:

     o    The volatility of the price of the Company's common stock;

     o    The Company's ability to fund future growth;

     o    The Company's ability to be profitable;

     o    The Company's ability to attract and retain qualified personnel;

     o    General economic conditions of the medical and cosmetic markets;

     o    Market demand for and market acceptance of the Company's products;

     o    Legal claims against the Company, including, but not limited to claims
          of patent infringement;

     o    The Company's ability to protect the Company's intellectual property;

     o    Defects in the Company's products;

     o    The Company's obligation to indemnify certain customers;

     o    The Company's dependence on contact manufacturers and suppliers;

     o    The Company's dependence on a small number of customers for revenue
          with respect to certain of The Company's products;

                                       13
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

     o    The Company's ability to develop and maintain relationships with key
          vendors;

     o    New regulation and legislation;

     o    General economic and business conditions;

     o    Other risks and uncertainties disclosed in The Company's Annual Report
          on Form 10-K for the year ended December 31, 2003 and in The Company's
          other filings with the SEC.

         All subsequent forward-looking statements relating to the matters
described in this document and attributable to us or to persons acting on our
behalf are expressly qualified in their entirely by such factors. We have no
obligation to publicly update or revise these forward-looking statements to
reflect new information, future events, or otherwise, except as required by
applicable Federal securities laws, and we caution you not to place undue
reliance on these forward-looking statements.

                                       14
<PAGE>

Item 4. Controls and Procedures

         As of the end of this period, Hydron carried out an evaluation, under
the supervision and with the participation of management, including its Chief
Operating Officer and Chief Financial Officer, of the effectiveness of the
design and operation of Hydron's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Operating
Officer and Chief Financial Officer concluded that Hydron's disclosure controls
and procedures are effective to timely alert them to material information
required to be included in Hydron's Securities Exchange Act of 1934 filings.

         There have been no significant changes in Hydron's internal controls or
in other factors that could significantly affect internal controls subsequent to
the date that Hydron carried out its evaluation.

                                       15
<PAGE>

                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002 and Item 307 of Regulation S-K (filed
         herewith)

31.2     Certification of Chief Operating Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002 and Item 307 of Regulation S-K (filed
         herewith)

31.3     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002 and Item 307 of Regulation S-K (filed
         herewith)

32.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C., Section
         1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002 (filed herewith)

32.2     Certification of Chief Operating Officer Pursuant to 18 U.S.C., Section
         1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002 (filed herewith)

32.3     Certification of Chief Financial Officer Pursuant to 18 U.S.C., Section
         1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002 (filed herewith)

(b) Reports on Form 8-K:

         None.

                                       16
<PAGE>

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               HYDRON TECHNOLOGIES, INC.


                                               /s/ WILLIAM A. LAUBY
                                               ---------------------------------
                                               William A. Lauby
                                               Chief Financial Officer and
                                               Principal Accounting Officer



Dated: May 13, 2004

                                       17