U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           NOTIFICATION OF LATE FILING

                                   FORM 12b-25

SEC File Number  0-10379                  Cusip Number 458903408
------------------------                  ----------------------

                                   [Check One]
|_| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K |X| Form 10-Q and Form
10-QSB |_| Form N-SAR

                      For the Period Ended: March 31, 2004

                       [ ] Transition Report on Form 10-K
                       [ ] Transition Report on Form 20-F
                       [ ] Transition Report on Form 11-K
                       [ ] Transition Report on Form 10-Q
                       [ ] Transition Report on Form N-SAR

                  For the Transition Period Ended

     Read Attached  Instruction  Sheet Before  Preparing  Form.  Please Print or
Type.

     Nothing in this form shall be  constructed to imply that the Commission has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item[s] to which the notification relates:


PART I - REGISTRANT INFORMATION

Full Name of Registrant: Interferon Sciences, Inc.

Former Name if Applicable:

Address of Principal Executive Office [Street and Number]:

783 Jersey Avenue
New Brunswick, New Jersey 08901
City, State and Zip Code


PART II - RULES 12b-25[b] and [c]

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25[b], the
following should be completed. [Check box if appropriate]

     [a]  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expenses;

     [X]  [b] The subject annual report,  semi-annual report,  transition report
          on Form 10-K,  Form 20-F, Form 11-K, or form N-SAR, or portion thereof
          will be filed on or before the  fifteenth  calendar day  following the
          prescribed  due date;  or the subject  quarterly  report or transition
          report on Form 10-Q, or  portion  thereof  will be filed on or before
          the fifth calendar day following the prescribed due date; and

     [c]  The accountant's statement or other exhibit required by Rule 12b-25[c]
          has been attached if applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q, or N-SAR, or the transition report or portion thereof could
not be filed within the prescribed time period.

The registrant is unable to finalize certain information which is expected to be
available by May 22, 2004.


PART IV - OTHER INFORMATION

[1]  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

              Lawrence M. Gordon                  (732)      249-3250
                   [Name]                      [Area Code] [Telephone No.]

[2]  Have all other periodic  reports  required under section 13 or 15[d] of the
     Securities and Exchange Act of 1934 or section 30 of the Investment Company
     Act of 1940 during the preceding 12 months or for such shorter  period that
     the registrant was required to file such report[s] been filed? If answer is
     no, identify report[s]. [ X ] Yes [ ] No

[3]  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof? [ ] Yes [ X ] No

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.


                             Interferon Sciences, Inc.
                  [Name of Registrant as Specified in Charter]

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.



Date:      May 14, 2004            By:/s/ Lawrence M. Gordon
-----------------------------             --------------------
                                         Lawrence M. Gordon
                                         Chief Executive Officer


     INSTRUCTION:  The  form  may  be  signed  by an  executive  officer  of the
     registrant  or by any other duly  authorized  representative.  The name and
     title of the person signing the form shall be typed or printed  beneath the
     signature.  If the  statement is signed on behalf of the  registrant  by an
     authorized  representative  [other than an executive officer],  evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.

                                    ATTENTION
           Intentional misstatements or omissions of fact constitute
                Federal Criminal Violation  [See 18 U.S.C. 1001]

                              GENERAL INSTRUCTIONS

     1.   This  form is  required  by Rule  12b-25  [17 CFR  240.12b-25]  of the
          General Rules and  Regulations  under the  Securities  Exchange Act of
          1934.

     2.   One  signed  original  and  four  conformed  copies  of this  form and
          amendments thereto must be completed and filed with the Securities and
          Exchange Commission,  Washington,  D.C. 20549, in accordance with Rule
          0-3  of  the  General  Rules  and  Regulations   under  the  Act.  The
          information  contained in or filed with the Form will be made a matter
          of the public record in the Commission files.

     3.   A manually  signed copy of the form and  amendments  thereto  shall be
          filed with each  national  securities  exchange  on which any class of
          securities of the registrant is registered.

     4    Amendments to the notifications must also be filed on form 12b-25, but
          need not restate  information that has been correctly  furnished.  The
          form shall be clearly identified as an amendment notification.

     5.   Electronic  Filers - This form shall not be used by electronic  filers
          unable to timely file a report solely due to electronic  difficulties.
          Filers unable to submit a report within the time period prescribed due
          to  difficulties  in electronic  filing should comply with either Rule
          201 or Rule 202 of Regulation S-T or apply for an adjustment in filing
          date pursuant to Rule 13(b) of Regulation S-T.