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

                                   FORM 10-K/A
                                 Amendment No. 1

         [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: November 30, 2003

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

             For The Transition Period from ________ to ____________

                         Commission File Number: 0-11411

                                   QMED, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                           22-2468665
-------------------------------                            -----------------
(State or other jurisdiction of                             (I.R.S Employer
 incorporation or organization)                            Identification No.

25 Christopher Way, Eatontown, New Jersey                         07724
-----------------------------------------                      -----------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (732) 544-5544

Securities registered pursuant to Section 12 (b) of the Act:  None

Securities registered pursuant to
   Section 12 (g) of the Act:               Common Stock, $.001 par value

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. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements by
reference in Part III of this Form 10-K or any amendment to the Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

As of May 30, 2003, the last business day of the registrant's second fiscal
quarter, the aggregate value of the registrant's voting stock held by
non-affiliates was $61,744,563 (computed by multiplying the last reported sale
price on that day ($5.89) by the number of shares of common stock held by
persons other than officers, directors or by record holders of 10% or more of
the registrant's outstanding common stock. (This characterization of officers,
directors and 10% or more beneficial owners as affiliates is for purposes of
computation only and is not an admission for any purposes that such people are
affiliates of the registrant).

As of March 30, 2004, there were 14,736,929 shares of the registrant's common
stock, $.001 par value, issued and outstanding.

<PAGE>

                                EXPLANATORY NOTE

This amendment to the Company's Annual Report on Form 10-K for the year ended
November 30, 2003 reflects the addition of the (i) information required by Part
III of the report; and (ii) exhibits filed in Part IV. Accordingly, reference to
the registrant's definitive proxy statement on the cover page of the report has
been deleted.

                                       2
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

         The members of our Board of Directors as of March 30, 2004 are as
follows:

                                   Director
Name                        Age     Since         Present Title
----                        ---    --------       -------------

Michael W. Cox              62      1983          Chief Executive Officer,
                                                  President and Treasurer

Jane A. Murray              41      2001          Chief Operating Officer,
                                                  Executive Vice President
                                                  and Director

Bruce F. Wesson             61      2001          Chairman of the Board

David Feldman*              63      1999          Director

Richard I. Levin, M.D.      55      1983          Director

Lucia L. Quinn              50      2002          Director

John J. Gargana, Jr.*       72      2003          Director

A. Bruce Campbell, Ph.D.,
   M.D., F.A.C.D.*          55      1999          Director

Herbert H. Sommer           46      1996          Secretary and Director
-----------------
* Members of the Audit Committee

         Mr. Cox, a founder of the Company, has served as its President and
Treasurer since February, 1983 and served as Chairman of the Board from 1983 to
1996.

         Ms. Murray was appointed Chief Operating Officer, Executive Vice
President and a Director of the Company in December 2001. Ms. Murray has served
the Company and its various subsidiaries for 16 years, including Executive Vice
President - Operations of the Company's Interactive Heart Management Corp.
subsidiary for the past three years.

         Mr. Wesson joined the Company's Board of Directors as Chairman in April
2002. Under the Company's by-laws, the function of the Chairman is to preside
over meetings of the Board and stockholders and it is not an executive position.
He serves as a General Partner of Galen Partners since 1991 and had served as a
Managing Director in the Corporate Finance Division at Smith Barney, where he
worked for over 23 years. During his tenure at Smith Barney, he was Chairman of
the Valuation and Opinion Committee for Corporate Finance, in which capacity he
was ultimately responsible for all of valuation and opinions given by Smith
Barney. He currently serves on the boards of Crompton Corporation, Halsey Drug
Co., Inc., Encore Medical Corp. and several of Galen's privately held portfolio
companies. He is a Trustee of Colgate University and served as President of
Colgate's Alumni Corporation Board of Directors from 1997-1999. He currently
serves on the board of the Overlook Hospital Foundation.

                                       3
<PAGE>

         Mr. Feldman was appointed Chairman of the Board in March 1999. In 2001,
he stepped down as Chairman and continued as a director. Mr. Feldman is director
of a number of mutual funds in the Dreyfus Group, Brown Brothers Harriman mutual
funds and Jeffrey Co., a private family investment company. He is former
Chairman and CEO of AT&T Investment Management Company, the management
subsidiary of the telecommunications giant's pension funds. At the time of his
retirement in 1997, Mr. Feldman had responsibility for the management of $70
billion in assets. He was the first Chairman of the New York Stock Exchange
Pension Managers Advisory Committee as well as former Chairman of the Financial
Executives Institute's Committee on Investment of Employee Benefits Assets. He
continues to serve as an ex-officio member of the latter two organizations.

         Dr. Levin, a founder of the Company, is currently a Cardiovascular
Consultant and Contributing Lecturer, each of which is not an executive
position. Dr. Levin is Vice Dean for Education, Faculty and Academic Affairs and
a Professor of Medicine in the Leon H. Charney Division of Cardiology at New
York University School of Medicine. He has been a member of the New York
University School of Medicine faculty and served in several administrative
capacities since 1980. Dr. Levin is a past President of the American Heart
Association, New York City affiliate and is the current President of the
Heritage Affiliate of the Association. He is certified as a Diplomate from the
National Board of Medical Examiners, American Board of Internal Medicine and in
the sub-specialty of Cardiovascular Diseases (American Board of Internal
Medicine). Dr. Levin also is a Fellow of the American College of Physicians,
Fellow of the American College of Cardiology, Fellow of the American Heart
Association and a member of the American Federation for Clinical Research, among
other professional affiliations.

         Dr. Campbell was appointed a Director in February 1999. He served as
President of Monsanto Health Solutions from 1997 to 1998, Senior Vice President
of Aetna US Healthcare, Inc., the nation's largest health insurer from 1996 to
1997 and Chief Medical Officer of Aetna Health Plans from 1994 to 1996. He was
also Vice President, Medical Programs, for Scripps Health and is currently
President and CEO of Camber Companies, LLC, a privately funded
multi-disciplinary musculoskeletal ambulatory treatment center business.

         Ms. Quinn was appointed a Director in May 2002. She served as Senior
Vice President, Advanced Diagnostics of Quest Diagnostics Incorporated,
responsible for Business Development, as well as Science and Innovation from
April 2001 to March 2004. She joined Quest in April 2001 after serving as Vice
President, Corporate Strategy Marketing for Honeywell from 1999 to 2001,
including her tenure in a similar capacity for Allied Signal which merged with
Honeywell in 1999. She has more than 25 years experience in business planning
and strategy development, general management and operations for global
technology firms including Westinghouse and Digital Equipment. Ms. Quinn serves
as a member of the Board of Trustees of Simmons College and overseer of the
Museum of Science, Boston, Massachusetts.

         Mr. Gargana was appointed a Director effective March 2003. Mr. Gargana
was Vice President, Treasurer and Chief Financial Officer of the Lord, Abbett
Group of Mutual Funds until his retirement in 1996. He is also a former member
both of the Operations Committee and of the Accounting/Treasurer's Committee of
the Investment Company Institute. A graduate of St. Peter's College, he was an
auditor at Deloitte Touche prior to joining Lord Abbett in 1965. Lord Abbett is
a private, independent money management company with over $48 billion in assets
(as of December 31, 2002), including a broad family of mutual funds as well as
separately managed equity, fixed-income and balanced accounts for corporations,
institutions and individuals. Founded in 1929, it is one of the nation's longest
continuously existing money management firms.

         Mr. Sommer was appointed a Director and Secretary of the Company in
June 1996. Mr. Sommer, whose firm, Sommer & Schneider LLP, serves as the
Company's outside securities counsel, has engaged in the private practice of law
for the past 20 years and is licensed to do so in the State of New York. Mr.
Sommer's distinctions include serving as the founding Chairman of the Securities
Law Committee of the Nassau County Bar Association from 1989 to 1991. He is also
member of the American Society of Corporate Secretaries and serves on the
Society's Corporate Practices Committee.

                                       4
<PAGE>

         On April 4, 2001, the Company agreed to nominate or appoint one
designee of Galen Partners III, L.P., as a director so long as Galen Partners
III, L.P. and two other affiliated investment funds own an aggregate of
2,000,000 of the Company's shares. Mr. Wesson fills that capacity.

Executive Officers

         The following people also serve as executive officers of the Company:

Name                                    Present Titles
----                                    --------------

William T. Schmitt, Jr., CPA   Senior Vice President, Chief Financial Officer

Teri Kraf, R.N., M.H.A.        Senior Vice President, Health Management Services

John W. Siegel                 Senior Vice President, Sales and Field Services

Steven Vella, CPA              Controller and Senior Director of Finance

         Mr. Schmitt (43) was appointed Senior Vice President, Chief Financial
Officer of the Company in October 2002. Prior to his appointment he served as
Senior Vice President & Chief Financial Officer of SOS Security Incorporated, a
privately held regional security, protection and consulting firm. His
responsibilities there included the growth and strategic direction of SOS, as
well as, overseeing its finance, tax, banking, human resource and IT departments
as well as mergers and acquisitions. He became a full time executive at SOS in
July 1994, after 11 years of public accounting. He is a graduate of Rider
College with a Bachelor of Science in Commerce, he is a member of the American
Institute of Certified Public Accountants, the New Jersey Society of Certified
Public Accountants and Financial Executive International.

         Ms. Kraf (53) has been with the Company since 1984. Ms. Kraf is
responsible for the overall physician implementation of the ohms|cad system
nationwide. At present, Ms. Kraf's implementation team consists of a group of
nurse professionals with diverse backgrounds in cardiology and managed care.
Prior to joining the Company, Ms. Kraf was the Director Emergency Services and
Director of the Emergency Care Institute of Bellevue Hospital, managing a staff
in excess of 200 health professionals. Ms. Kraf is married to Mr. Cox.

         Mr. Siegel (47) Senior Vice President, Sales and Field Services, has
been with the Company since 1987. Mr. Siegel's background includes extensive
experience in the healthcare, disease management and medical capital equipment
industries. During Mr. Siegel's tenure at the Company, he has held a variety of
management positions including sales, management, business development and field
implementation services. In Mr. Siegel's current position, he is in charge of
all aspects of account management, including prospecting, contract negotiations,
implementation and field management. In past positions, he was responsible for
managing over 50 sales people selling medical diagnostic equipment. He has over
16 years experience in successfully interacting with generalist and specialist
physicians and healthcare companies. Mr. Siegel received a bachelor's degree in
Business Management from Florida Atlantic University. Mr. Siegel is married to
Ms. Murray.

         Mr. Vella (40) joined the Company in May, 2003 as Senior Director
Finance and became Controller in December 2003. Prior to joining QMed, he served
as Vice President of Finance & Corporate Controller of Medical Resources, Inc.,
a large publicly traded medical imaging firm. His responsibilities there
included managing its finance and accounting group, as well as involvement in
mergers, acquisitions, divestiture, and bankruptcy and reorganization
activities. He first joined in November 1998, after 12 years of public
accounting experience, last as a Senior Manager at Deloitte & Touche LLP. He is
a graduate of Fairleigh Dickinson University with a Bachelor of Science in
Accounting; he is a member of both the American Institute of Certified Public
Accountants and the New Jersey Society of Certified Public Accountants.

                                       5
<PAGE>

Audit Committee and Audit Committee Financial Expert

         We have a separately designated standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The members of the Audit Committee are Messrs.
Feldman, Gargana and Dr. Campbell. The Board of Directors has determined that
each of the members of the Audit Committee is independent as defined by the
listing standards of the Nasdaq Small Cap Market and Section 10A(m)(3) of the
Exchange Act. In addition, the Board of Directors has determined that Mr.
Gargana is an "audit committee financial expert," as that term is defined in
Item 401(h) of Regulation S-K of the Exchange Act.

Code of Ethics

         Our management has adopted a Code of Business Conduct and Ethics that
applies reflects our policies and applies to all our directors, officers
(including our principal executive officer, principal financial officer and
controller) and employees. The Code of Business Conduct and Ethics is filed as
an exhibit to this report. We plan to ask the Audit Committee to review and
periodically update our Code and will file any amendment to the Code of Business
Conduct and Ethics as an exhibit to a Form 8-K Current Report as well as any
waivers that are required to be disclosed by the rules of the SEC or the Nasdaq
Small Cap Market.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act ("Section 16(a)") requires our
executive officers, directors and persons who own more than ten percent of our
Common Stock, to file initial reports of ownership on Form 3 and changes in
ownership on Form 4 or Form 5 with the SEC and the National Association of
Securities Dealers, Inc. Such executive officers, directors and ten-percent
shareholders are also required by SEC rules to furnish us with copies of all
such forms that they file.

         Based solely on our review of the copies of such forms received by us,
we believe that we complied with all Section 16(a) filing requirements
applicable to our executive officers, directors and ten-percent shareholders
during fiscal 2003, except six Form 4 reports were filed late because of
administrative delays (of which five were related to a single grant of options
under our stock option plans) and one Form 3 was filed late.

                                       6
<PAGE>

Item 11. Executive Compensation.

The following table sets forth certain summary information regarding the
compensation of the Company's Chief Executive Officer and each of its other
executive officers who were serving in such capacity on November 30, 2003 whose
total salary and bonus for the fiscal year ended November 30, 2003 exceeded
$100,000:
<TABLE>
<CAPTION>
                                                                     Other
                               Year                                  Annual     Restricted                          All Other
Name and                       Ended                                 Compen-      Stock      Options/     LTIP       Compen-
Principal Position             Nov. 30      Salary         Bonus     sation       Awards        SARs     Payouts     sation(1)
------------------             -------      ------         -----     ------       ------        ----     -------     ---------
<S>                            <C>         <C>          <C>            <C>         <C>       <C>          <C>         <C>
Michael W. Cox                 2003        $250,000     $  120,000     $ -0-        -0-       50,000/0    $ -0-       $8,267
President, Chief               2002         254,808             -0-      -0-        -0-          0/0        -0-        1,667
Executive Officer              2001         250,000             -0-      -0-        -0-          0/0        -0-        2,320

Jane A. Murray,                2003        $200,250     $  100,000     $ -0-        -0-       40,000/0    $ -0-       $4,286
Executive Vice President       2002         201,009             -0-      -0-        -0-       30,000/0      -0-        1,667
Chief Operating Officer        2001         150,000          8,750       -0-        -0-       65,000/0      -0-        2,320

William T. Schmitt             2003        $172,500     $   35,000     $ -0-        -0-       20,000/0      -0-       $1,132
Senior Vice President, CFO     2002         $17,308     $       -0-    $ -0-        -0-          0/0        -0-           $0
and Treasurer

John W. Siegel                 2003        $150,000     $   12,197     $ -0-        -0-       17,500/0    $ -0-       $2,163
Sr. Vice President,            2002         155,614         35,000       -0-        -0-          0/0        -0-        1,667
Sales & Field Serv.            2001         132,644         50,063       -0-        -0-       37,375/0      -0-        2,320

Teri Kraf                      2003        $150,232     $    7,921     $ -0-        -0-       18,275/0    $ -0-       $2,286
Sr. Vice President,            2002         151,580         12,000       -0-        -0-       15,000/0      -0-        1,667
Health Mngmt. Serv.            2001         123,703          1,000       -0-        -0-        5,008/0      -0-        2,320
------------------
</TABLE>
(1)      For FY2003 represents the following amounts (i) we contributed on the
         individuals' behalf under our 401(k) Plan, Mr. Cox $2,500, Ms. Murray
         $2,166, Mr. Siegel $2,163 and Ms. Kraf $2,286; and (ii) we paid as
         premiums on individual life insurance policies purchased by the Company
         for executive officers, Mr. Cox $5,767, Ms. Murray $2,120, and Mr.
         Schmitt $1,132.

Stock Option Plans

         On February 3, 1986, the Company's Board of Directors adopted the 1986
Incentive Stock Option Plan" (the "1986 Plan"). The 1986 Plan was approved by
the Company's shareholders in April, 1986. In December, 1986, the 1986 Plan was
amended to authorize the issuance of non-qualifying stock options
("Non-Qualifying Options") with a maximum exercise period of ten years and to
bring the administration of outstanding Non-Qualifying Options within the 1986
Plan.

         Pursuant to the 1986 Plan, 700,000 shares of the Company's Common Stock
were reserved for issuance upon exercise of options. Options are granted by an
independent committee appointed by the Board of Directors of the Company and no
member of such committee is eligible to receive any options under the 1986 Plan.
Options permit the grantees to purchase shares of the Company's Common Stock at
a price equal to at least 100% of the market value of the stock at the date of
grant. The Options are exercisable for a period of up to five years from the
date of the grant, in the case of Incentive Stock Options and ten years in the
case of Non-Qualifying Stock Options, are non-transferable and are not
exercisable after 3 months if the employee leaves the Company's employ.

                                       7
<PAGE>

         All options to purchase shares of Common Stock available had been
granted under the 1986 Plan prior to its expiration in 1996.

         In September, 1990, the Board of Directors adopted the 1990 Employee
Stock Incentive Plan (the "1990 Plan"). The 1990 Plan was approved by the
Company's stockholders at the Company's Annual meeting in November, 1990.
Pursuant to the 1990 Plan eligible participants of the Company, its subsidiaries
and affiliates may receive, until September 25, 2000, stock options, stock
appreciation rights, restricted stock or deferred stock awards for up to
1,000,000 shares of the Company's Common Stock.

         Pursuant to the 1990 Plan, an independent committee, in its discretion,
determines those directors of the Company to be granted Director Stock Options
and those officers and other key employees of the Company, its subsidiaries and
affiliates to be granted Employee Stock Options, Stock Appreciation Rights,
Restricted Stock Awards or Deferred Stock Awards or a combination, thereof; the
type of grants to be made; the number of shares subject to such grants; the
terms and conditions of the awards, including restrictions on Director Stock
Options, Employee Stock Options or other awards and/or the stock relating
thereto based on performance and/or such other factors as the Committee in its
sole discretion determines and vesting acceleration features based on
performance and/or such other factors as the Committee in its sole discretion
determines; and whether, to what extent and under what circumstances stock and
other amounts payable with respect to an award may be deferred either
automatically or at the participant's election. Grants of options to purchase
-0- shares were made under the 1990 Plan during Fiscal 2003.

         All options to purchase shares of Common Stock available had been
granted under the 1990 Plan prior to its expiration in 2000.

         In April 1997 the Company's Board of Directors adopted the 1997 Equity
Incentive Plan (the "1997 Plan"). The 1997 Plan was approved by the Company's
stockholders at the Company's Annual meeting in May, 1997. Pursuant to the 1997
Plan eligible participants of the Company, its subsidiaries and affiliates may
receive, until July 31, 2007, stock options, stock appreciation rights,
restricted stock or deferred stock awards for up to 600,000 shares of the
Company's Common Stock. No grants of options were made under the 1997 Plan
during Fiscal 2003.

         As of November 30, 2003, there were 8,477 options available to be
granted under the 1997 Plan.

         In September 1999 the Company's Board of Directors adopted the 1999
Equity Incentive Plan (the "1999 Plan"). The 1999 Plan was approved by the
Company's stockholders at the Company's Annual meeting in October 1999 and an
amendment to the 1999 Plan was approved by the Company's stockholders at the
Company's Annual Meeting in May 2002. Pursuant to the 1999 Plan, as amended,
eligible participants of the Company, its subsidiaries and affiliates may
receive, until September 9, 2009, stock options, stock appreciation rights,
restricted stock or deferred stock awards for up to 2,000,000 shares of the
Company's Common Stock. Grants of options to purchase 225,175 shares were made
under the 1999 Plan during Fiscal 2003.

         As of November 30, 2003, there were options to purchase 1,071,172
shares of Common Stock available to be granted under the 1999 Plan.

         The following table sets forth as to each executive officer of the
Company listed in the Summary Compensation table above concerning certain
options granted during the year ended November 30, 2003:

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                                                              Potential Realizable Value
                                                                                              at Assumed Annual Rates of
                                                                                               Stock Price Appreciation
                                                Individual Grants                                 for Option Term (1)
                      ----------------------------------------------------------------------- ----------------------------
                                      % of Total
                                     Options/SARs
                         Options/      Granted to    Exercise or   Market Price
                           SARs       Employees in   Base Price    on Date of    Expiration
Name                     Granted      Fiscal Year     Per Share        Grant         Date          5%($)         10%($)
----                     -------     -------------   -----------   ------------  ----------        -----         ------
<S>                    <C>            <C>            <C>            <C>         <C>            <C>           <C>
Michael W. Cox         50,000 / 0     22% / N/A       $ 7.28         $ 7.28       4/11/2013     $229,320.00   $578,760.00

Jane A. Murray         40,000 / 0     18% / N/A       $ 7.28         $ 7.28       4/11/2013     $183,456.00   $463,008.00

William T. Schmitt     20,000 / 0      9% / N/A       $ 7.28         $ 7.28       4/11/2013     $ 91,728.00   $231,504.00

John W. Siegel         17,500 / 0      8% / N/A       $ 7.28         $ 7.28       4/11/2013     $ 80,262.00   $202,566.00

Teri Kraf              17,500 / 0      8% / N/A       $ 7.28         $ 7.28       4/11/2013     $ 80,262.00   $202,566.00
                          775 / 0     <1% / N/A       $ 7.00         $ 7.00      10/06/2013     $  3,417.75   $  8,625.75
------------------
</TABLE>
 (1)  The dollar amounts under these columns are the result of calculations at
      5% and 10% rates set by the SEC, and therefore are not intended to
      forecast possible future appreciation of the Company's stock price. In all
      cases the appreciation is calculated from the award date to the end of the
      option term.

                                       9
<PAGE>

         The following table sets forth as to each executive officer listed in
the Summary Compensation table above certain information concerning the exercise
of options during the year ended November 30, 2003 and options outstanding as of
such date:
<TABLE>
<CAPTION>
                            Shares                                                          Value of Unexercised
                         Acquired on       Value       Number of Unexercised Options        In-the-Money Options
Name                       Exercise      Realized      Excercisable / Unexercisable      Exercisable / Unexercisable
----                       --------      --------      ----------------------------      ---------------------------
<S>                         <C>          <C>                 <C>                            <C>
Michael W. Cox              50,000       $278,750            315,500 / 0                    $2,056,065 / $ 0

Jane A. Murray                   0          $0               114,334 / 91,667                 $399,653 / $180,083

William T. Schmitt               0          $0                 8,000 / 28,000                  $21,440 / $70,440

John W. Siegel                   0          $0               112,350 / 52,525                 $666,133 / $214,073

Teri Kraf                        0          $0               114,008 / 28,275                 $620,527 / $72,891
</TABLE>

Employment Agreements

         The Company entered into a three-year employment agreement with Mr. Cox
effective December 1, 2002. The agreement provides for a base salary of $280,000
for Fiscal 2003, with such increases as are approved by the Compensation
Committee. The agreement also provides for a potential bonus equal to 100% of
his base salary. Among the performance goals established for the first year of
the agreement are the execution of definitive agreements in connection with the
Company's Disease Management Project with Pacificare Health Systems, Inc. and
Alere Medical, Inc. ("Heartpartners"). The agreement provides for a severance
payment of $2,500,000 to Mr. Cox in the event of termination for any reason
other than for cause or resignation following a "change in control" as defined
in the agreement. Mr. Cox waived the increase in base salary called for by the
agreement until December 1, 2003.

         The Company entered into a three-year employment agreement with Ms.
Murray, on April 21, 2003 , effective December 1, 2002. The agreement provides
for a base salary of $220,000 for Fiscal 2003, with such increases as are
approved by the Compensation Committee. The agreement also provides for a
potential bonus equal to 80% of base salary, determined by the Compensation
Committee of the Board of Directors. Among the performance goals established for
the first year of the agreement is Heartpartners achieving operational success
as certified by the Company's CEO. The agreement provides for a severance
payment of the higher of $330,000 or base salary for the remaining term of the
agreement in the event of termination for any reason other than for cause or
resignation following a "change in control" as defined in the agreement. Ms.
Murray waived the increase in base salary called for by the agreement until
December 1, 2003.

         The Company entered into an employment agreement with Mr. Schmitt in
September, 2002 which covers the period ending November 30, 2004. At the present
time Mr. Schmitt's base salary, bonuses and options are reviewed and approved
annually by the Compensation Committee under the agreement. The agreement
provides for a severance payment equal to base salary for the remaining term of
the agreement in the event of termination prior to November 30, 2004 for any
reason other than for cause or resignation following a "change in control" as
defined in the agreement. If the agreement is renewed or extended automatically
in accordance with its terms beyond November 30, 2004, the severance payment is
equal to six months base salary.

                                       10
<PAGE>

Consulting Agreement

         In December 2001, the Company entered into a consulting agreement with
Dr. Richard Levin, the Company's former Vice President and Medical Director.
Pursuant to the agreement, Dr. Levin will serve as Chairman of the
Medical/Clinical Development Committee and as Medical Spokesman for the Company,
devoting such time and attention to the Company as he and the Company deem
appropriate. In exchange for these services, Mr. Levin receives annual
compensation of $125,000 per year.

Board Compensation

         Directors who are employed as executive officers receive no additional
compensation for service on the Board. All Directors are reimbursed for travel
and other expenses relating to attendance at Board and Committee meetings.

         Upon the recommendation of the Compensation Committee, the Board of
Directors established 2003 Outside Directors Equity Plan (the "Outside Directors
Plan") and the Outside Directors Plan was approved by the Company's stockholders
at the Company's 2003 Annual Meeting. Pursuant to the Outside Directors Plan,
each non-employee director receives an annual retainer of $7,500 (payable
quarterly, a $1,000 annual retainer for each committee on which a Director
serves, an annual retainer of $500 for services as a Committee chairperson and
the annual grant of a ten-year option to purchase 2,500 shares of Common Stock,
which vests on the first anniversary of the grant. In addition, each outside
director receives a personal attendance fee of $250 per Board or Committee
meeting. Outside Directors that can not receive options due either to their
service on the Compensation Committee, or that are prohibited from receiving
compensation by their employer's conflict of interest policy, are given the cash
equivalent of the options that would have been granted. In Fiscal 2003, the
total cash compensation paid to the outside Directors was $37,400 and 10,000
options were granted to four directors.

         Each year, eligible non-employee directors may elect to defer all or
any part of their directors fees in the form of shares of the Company's Common
Stock under the Outside Directors Plan at the fair market value of the shares on
the date the payment is due. The shares are held in a trust which is subject to
the claims of the Company's creditors for which the Company's transfer agent
serves as trustee.

Compensation Committee Interlock and Insider Participation

         The Executive Evaluation and Compensation Committee ("Compensation
Committee") of the Board of Directors is comprised of Messrs. Wesson, Feldman
and Gargana.

         No member of the Compensation Committee was or is an officer or
employee of QMed or any of its subsidiaries. No executive officer of QMed serves
as a member of the Board of Directors or Compensation Committee of any entity
which has one or more executive officers serving as a member of QMed's Board of
Directors or Compensation Committee.

         Mr. Cox, the Company's Chief Executive Officer and Ms. Murray, the
Company's Chief Operating Officer and Mr. Schmitt, the Company's Chief Financial
Officer, attend meetings of the Compensation Committee to provide information
concerning executive performance and make recommendations concerning option
grants and compensation plans.

Performance Information

         The following graph shows a comparison of cumulative total returns on
the common stock of the Company from November 30, 1998 through November 30, 2003
with the cumulative total return on the NASDAQ Stock Market - U.S. and the
cumulative total return on a group of NASDAQ Health Services Stocks (SIC Code
80) compiled by the Center for Research in Security Prices at the University of
Chicago (the "Peer Group"). The Company did not pay any dividends during this
period.

         The graph assumes an investment of $100 in each of the Company, the
NASDAQ Stock Market - U.S. and the Peer Group on November 30, 1998. The
comparison also assumes that all dividends are reinvested.

[GRAPH OMITTED TEXT ON NEXT PAGE]

                                       11
<PAGE>

                          Cumulative Total Return Data

                                 NASDAQ      Health       Qmed
                                 ------      ------       ----
                      1998      100.000     100.000     100.000
                      1999      171.750      78.207      75.400
                      2000      133.435      99.158     160.635
                      2001       99.391     120.216     261.998
                      2002       76.733     116.303     187.516
                      2003      101.469     170.254     255.180

         The comparisons in this table are required by the Securities and
Exchange Commission and are not intended to forecast or be indicative of
possible future performance of the Company's Common Stock. The stock price
performance graph shall not be deemed to be incorporated into any filing under
the Securities Act or the Exchange Act, notwithstanding any general statement
contained in any such filing incorporating this proxy statement by reference,
except to the extent that the Company specifically incorporates this information
by reference.

                                       12
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth, as of March 30, 2004, the number and
percentage of shares of Common Stock of the Company, owned of record and
beneficially, by each person known by the Company to own 5% or more of such
stock, each director of the Company and by all executive officers and directors
of the Company, as a group:

                                      Approximate             Approximate
                                        Number of             Percent of
Name                                    Shares (1)            Class (2)
----                                    ----------            ---------

Michael W. Cox                        1,708,108(3)                11%

Jane A. Murray                          306,001(4)                 2%

Bruce F. Wesson                       4,339,452(5)                27%

Richard I. Levin, M.D.                  146,300(6)                 1%

David Feldman                            13,250(7)                <1%

Herbert H. Sommer                         2,652(8)                <1%

A. Bruce Campbell, M.D.                  12,678(9)                <1%

Lucia L. Quinn                               -0-                   0%

John J. Gargana, Jr.                     19,750(10)               <1%

Galen Partners III, L.P.              4,339,452(11)               27%

Officers and
Directors as a
Group (9 Persons)                     7,009,854(12)               43%
------------
(1)      Information with respect to beneficial ownership is based upon
         information furnished by each stockholder or contained in filings made
         with the Securities and Exchange Commission. Unless otherwise
         indicated, beneficial ownership includes both sole investment and
         voting power.

(2)      Based upon 14,736,929 shares of Common Stock outstanding as of March
         30, 2004 and, with respect to each stockholder, the number of shares
         which would be outstanding upon the exercise by such stockholder of
         outstanding rights to acquire stock, either upon exercise of
         outstanding options, warrants or conversion of other securities.

(3)      Includes 335,000 shares which may be obtained upon the exercise of
         outstanding options. Does not include 51,770 shares owned or 199,564
         shares which may be acquired by Teri Kraf, Mr. Cox's wife, who also
         serves as an executive officer of the Company.

(4)      Consists of 306,001 shares which may be acquired upon the excuse of
         outstanding stock options. Does not include 5,700 shares owned or
         164,875 shares which may be acquired by John Siegel, Ms. Murray's
         husband, who also serves as an executive officer of the Company.

                                       13
<PAGE>

(5)      Mr. Wesson is a General Partner of Galen Partners, as well as various
         entities formed by Galen Partners to manage investment funds.
         Accordingly, his ownership includes the shares Galen Partners III, L.P.
         beneficially owns. See Note (9), infra. Mr. Wesson personally owns
         7,617 shares of the Company's Common Stock and warrants to purchase
         38,333 shares, which are included in Galen Partners III ownership set
         forth in the above table.

(6)      Includes 105,500 shares which may be obtained upon the exercise of
         outstanding options.

(7)      Includes 2,500 shares which may be obtained upon the exercise of
         outstanding stock options and 750 shares held in a trust for the
         benefit of outside directors under the Outside Directors Plan.

(8)      Consists of 2,500 shares which may be obtained upon the exercise of
         outstanding stock options and 152 shares held in a trust for the
         benefit of outside directors under the Outside Directors Plan.

(9)      Consists of 12,500 shares which may be obtained upon the exercise of
         outstanding options and 178 shares held in a trust for the benefit of
         outside directors under the Outside Directors Plan..

(10)     Includes 5,000 shares which may be obtained upon the exercise of
         outstanding options and 750 shares held in a trust for the benefit of
         outside directors under the Outside Directors Plan..

(11)     Includes 2,811,192 shares owned by Galen Partners III, L.P. and two
         other private funds which are managed jointly with Galen Partners III,
         L.P. (collectively the "Galen Funds"), and 1,578,259 shares which may
         be acquired by the Galen Funds and persons managing the Galen Funds
         upon the exercise of outstanding warrants.

(12)     Includes a total of 2,731,724 shares which may be obtained by officers
         and directors upon the exercise of outstanding options or warrants, as
         well as the shares beneficially owned by Galen Partners III.

         The business address of Messrs. Cox, Gargana, Dr. Levin, Ms. Murray and
Ms. Quinn is 25 Christopher Way, Eatontown, New Jersey 07724. Dr. Campbell's
business address is 302 W. Main Street, Suite 208, Avon, Connecticut 06001. Mr.
Feldman's business address is 466 Lexington Avenue, New York, New York 10017.
Galen Partners III, L.P. address is 610 Fifth Avenue - 5th Floor, Rockefeller
Center, New York, New York 10020, which is also Mr. Wesson's business address.
Mr. Sommer's business address is Sommer & Schneider LLP, 595 Stewart Avenue,
Suite 710, Garden City, New York 11530.

Item 13. Certain Relationships and Related Transactions.

         During Fiscal 2003, the Company paid Sommer & Schneider LLP $84,000 for
legal services. Mr. Sommer, a director of the Company, is a partner of Sommer &
Schneider LLP.

         It is the Company's policy not to engage in transactions with officers,
directors, principal stockholders or affiliates or any of them unless such
transactions have been approved by a majority of the disinterested directors and
are upon terms no less favorable to the Company than could be obtained from an
unaffiliated party in an arm's length transaction. During Fiscal 2003 there were
no other transactions between the Company and any officer, director or principal
stockholder except as disclosed above and those with respect to executive
compensation and stock options.

                                       14
<PAGE>

Item 14. Principal Accounting Fees and Services

         The following table shows the fees for the audit and other services
provided by Amper, Politziner & Mattia P.A. ("APM") for fiscal years 2003 and
2002:

                                                    Fiscal Year
                                        -----------------------------------
                                             2003                  2002
                                        -------------         -------------
Audit Fees (1)                          $      80,500         $      62,000
Audit-Related Fees                                  0                     0
Tax Fees                                            0                     0
All Other Fees (2)                                  0                11,000
                                        -------------         -------------
   Total                                $      80,500         $      73,000
                                        =============         =============
--------------------
(1)      These are fees for professional services performed by APM for the audit
         of QMed's annual financial statements and review of financial
         statements included in QMed's quarterly reports on Form 10-Q, and
         services that are normally provided in connection with statutory and
         regulatory filings or engagements.
(2)      These fees are for accounting research.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors

         The Audit Committee's policy is to pre-approve all audit and
permissible non-audit services provided by the independent auditors. These
services may include audit services, audit-related services, tax services and
other services. Pre-approval is detailed as to the particular service or
category of services and is generally subject to a specific budget. Since the
May 6, 2003 effective date of the SEC rules stating that an auditor is not
independent of an audit client if the services it provides to the client are not
appropriately approved, each new engagement of APM was approved in advance by
the Audit Committee, and none of those engagements made use of the de minimis
exception to pre-approval contained in the SEC's rules.

                                       15
<PAGE>

                                     PART IV


Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (a) The following documents are filed as part of this report.

                  (3) Exhibits. The exhibits listed in the accompanying index
are filed as part of this amendment to the annual report.

                                       16
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
by the undersigned, thereunto duly authorized.


Dated: April 2, 2004                   QMED, INC.


                                       By: /s/ Michael W. Cox
                                          --------------------------------------
                                           Michael W. Cox, President and CEO

                                       17
<PAGE>

                                   QMed, Inc.

                                Index to Exhibits
                                  Item 15(c)(3)


         14.      Code of Business Conduct and Ethics

         23.      Consent of Amper, Politziner & Mattia P.C.

                                       18