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

                             FORM 10-Q


[x] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarter ended June 30, 1997
or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ___________ to _________________
Commission File Number:   0-10379


                    INTERFERON SCIENCES, INC.
     (Exact Name of Registrant as Specified in its Charter)


Delaware                                            22-2313648
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                 Identification No.)


783 Jersey Avenue, New Brunswick, New Jersey             08901
(Address of principal executive offices)               (Zip code)

                                                                 
(732) 249 - 3250
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) 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   [ ]

Number of shares outstanding of each of issuer's classes of common
stock as of July 25, 1997: 

     Common Stock                   12,285,105 shares


<PAGE>
           INTERFERON SCIENCES, INC. AND SUBSIDIARY

                                

                                                              Page 

Part I.  Financial Information:

   Consolidated Condensed Balance Sheets--June 30, 1997
     and December 31, 1996 . . . . . . . . . . . . . . . . .    1

   Consolidated Condensed Statements of Operations--Three 
     Months and Six Months Ended June 30, 1997 and 1996. . .  2-3

   Consolidated Condensed Statement of Changes in 
     Stockholders' Equity--Six Months Ended 
     June 30, 1997 . . . . . . . . . . . . . . . . . . . . .    4

   Consolidated Condensed Statements of Cash Flows--Six 
     Months Ended June 30, 1997 and 1996 . . . . . . . . . .    5

   Notes to Consolidated Condensed Financial Statements. . .  6-7

   Management's Discussion and Analysis of Financial
     Condition and Results of Operations . . . . . . . . . . 8-12

   Qualification Relating to Financial Information . . . . .   13

Part II.  Other Information

   Item 4. Submission of Matters to a Vote of
     Security Holders  . . . . . . . . . . . . . . . . . . .   14

   Item 6. Exhibits and Reports on Form 8-K  . . . . . . . .   14
  
   Signatures  . . . . . . . . . . . . . . . . . . . . . . .   15



<PAGE>
                PART I.  FINANCIAL INFORMATION
            INTERFERON SCIENCES, INC. AND SUBSIDIARY
              CONSOLIDATED CONDENSED BALANCE SHEETS

                                          June 30,    December 31,
                                            1997          1996
                                         (Unaudited)       *
ASSETS                                  ------------  ------------
Current assets
  Cash and cash equivalents          $  8,199,859   $ 17,491,955 
  Accounts and other receivables          808,543        233,037 
  Inventories                           6,129,223      4,328,598 
  Receivables from NPDC and  
    affiliated companies, net              63,516         82,902 
  Prepaid expenses and other 
    current assets                        128,737        162,019 
                                     ------------   ------------
Total current assets                   15,329,878     22,298,511 
                                     ------------   ------------
Property, plant and equipment, 
  at cost                              12,805,347     12,473,580 
Less accumulated depreciation and 
  amortization                         (7,874,085)    (7,514,747)
                                     ------------   ------------
                                        4,931,262      4,958,833 
                                     ------------   ------------
Intangible assets, net of 
  amortization                            296,289        311,619 
Other assets                              173,900        173,900 
                                     ------------   ------------
Total assets                         $ 20,731,329   $ 27,742,863 
                                     =============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and 
    accrued expenses                 $  2,485,441   $  2,369,032 
                                     -------------  -------------
Total current liabilities               2,485,441      2,369,032 
                                     -------------  -------------
Commitments and contingencies
Stockholders' equity
Preferred stock, par value $.01 per share;
 authorized-5,000,000 shares; none issued 
 and outstanding
Common stock, par value $.01 per share; 
 authorized-55,000,000 shares; issued 
 and outstanding-12,285,105 and
 12,276,195 shares                        122,851        122,762 
Capital in excess of par value        107,447,693    107,396,184 
Accumulated deficit                   (89,324,656)   (82,145,115)
                                     -------------  -------------
Total stockholders' equity             18,245,888     25,373,831 
                                     -------------  -------------
Total liabilities and stockholders' 
  equity                             $ 20,731,329   $ 27,742,863 
                                     =============  =============

*The condensed balance sheet as of December 31, 1996 has been     
 summarized from the Company's audited balance sheet as of that   
 date.
The accompanying notes are an integral part of these consolidated 
 condensed financial statements.


            INTERFERON SCIENCES, INC. AND SUBSIDIARY
         CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                           (Unaudited)
                                     
                                           Three Months Ended
                                                June 30,       
                                       --------------------------
                                           1997          1996
                                       ------------   -----------

Revenues
Sales
 ALFERON N Injection                   $   759,139  $   405,288  
 Research products and other revenues        1,902        8,264 
                                       ------------ ------------
Total revenues                             761,041      413,552 
                                       ------------ ------------
Costs and expenses
Cost of goods sold and excess/idle 
 production costs                          603,268      244,774 
Research and development
 (net of $58,749 and $64,746
 of rental income received from NPDC)    3,135,447    1,349,884 
General and administrative 
 (includes $58,125 and $120,384
 of payments to NPDC for management 
 fees and reimbursements of certain
 salaries and operating expenses; net
 of $70,787 received from NPDC for the 
 three months ended June 30, 1996 for
 reimbursements of certain salaries)     1,147,703    1,250,304 
Cost of reacquisition of marketing
 rights                                               3,313,705 
                                       ------------ ------------
Total costs and expenses                 4,886,418    6,158,667 
                                       ------------ ------------
Loss from operations                    (4,125,377)  (5,745,115)

 Interest and other income                 130,645      121,186 
                                       ------------ ------------
Net loss                               $(3,994,732) $(5,623,929)
                                       ============ ============

Net loss per share                     $      (.33) $     (.58)*
                                       ============ ============

Weighted average number of
shares outstanding                      12,285,105    9,620,037*


*Restated to reflect the effect of the one-for-four reverse stock 
 split (see Note 3 to the Consolidated Condensed Financial        
 Statements).






The accompanying notes are an integral part of these consolidated
condensed financial statements.


            INTERFERON SCIENCES, INC. AND SUBSIDIARY
         CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                           (Unaudited)
 
                                            Six Months Ended
                                                June 30,       
                                       --------------------------
                                           1997          1996
                                       ------------   -----------

Revenues
Sales
 ALFERON N Injection                   $ 1,388,120  $   405,288  
 Research products and other revenues       27,120       14,049 
                                       ------------ ------------
Total revenues                           1,415,240      419,337 
                                       ------------ ------------
Costs and expenses
Cost of goods sold and excess/idle 
 production costs                        1,104,642    1,026,315 
Research and development
 (net of $117,498 and $129,492
 of rental income received from NPDC)    5,727,535    2,324,193 
General and administrative 
 (includes $116,250 and $242,489
 of payments to NPDC for management 
 fees and reimbursements of certain
 salaries and operating expenses; net
 of $150,335 received from NPDC for the 
 six months ended June 30, 1996 for
 reimbursements of certain salaries)     2,070,138    1,800,474 
Cost of reacquisition of marketing
 rights                                               3,313,705 
                                       ------------ ------------
Total costs and expenses                 8,902,315    8,464,687 
                                       ------------ ------------
Loss from operations                    (7,487,075)  (8,045,350)

 Interest and other income                 307,534      190,221 
                                       ------------ ------------
Net loss                               $(7,179,541) $(7,855,129)
                                       ============ ============

Net loss per share                     $      (.58) $     (.85)*
                                       ============ ============

Weighted average number of
shares outstanding                      12,282,574    9,188,104*


*Restated to reflect the effect of the one-for-four reverse stock 
 split (see Note 3 to the Consolidated Condensed Financial        
 Statements).






The accompanying notes are an integral part of these consolidated
condensed financial statements.


                 INTERFERON SCIENCES, INC. AND SUBSIDIARY
              CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN
                           STOCKHOLDERS' EQUITY 
                      SIX MONTHS ENDED JUNE 30, 1997
                                (Unaudited)

                                                                           

                                    Capital                       Total
               Common Stock        in excess    Accumulated  Stockholders'
            Shares      Amount    of par value     Deficit        Equity
            ------------------    ------------  ------------  -------------

Balance at
 Dec. 31,
 1996       12,276,195  $122,762  $107,396,184  $(82,145,115) $25,373,831

Purchase of
 fractional shares
 of common stock
 resulting from
 reverse stock
 split            (106)       (1)         (632)                      (633)

Proceeds from
 exercise of
 common stock
 options         9,016        90        52,141                     52,231

Net loss                                          (7,179,541)  (7,179,541)
            ----------------------------------------------------------------

Balance at
 June 30,
 1997       12,285,105  $122,851  $107,447,693  $(89,324,656) $18,245,888














The accompanying notes are an integral part of these consolidated condensed
financial statements.


<PAGE>
               INTERFERON SCIENCES, INC. AND SUBSIDIARY
            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                              (Unaudited)

                                                Six Months Ended
                                                    June 30,
                                             -----------------------
                                                1997          1996
                                            ------------  ------------


Cash flows from operations:
 Net loss                                   $(7,179,541)  $(7,855,129)
 Adjustments to reconcile net loss to net
  cash used for operating activities:
   Depreciation and amortization                374,668       384,298 
   Compensation paid with common stock                        298,124 
   Change in operating assets and liabilities:
   Inventories                               (1,800,625)   (1,553,230)
   Receivables from NPDC and affiliated 
     companies                                    19,386       12,176 
   Accounts and other receivables              (575,506)      (314,098)
   Prepaid expenses and other current 
     assets                                       33,282     (167,841)
   Accounts payable and accrued expenses         116,409      147,196 
                                            ------------  ------------
   Net cash used for operations              (9,011,927)   (9,048,504)
                                            ------------  ------------
Cash flows from investing activities:
 Additions to property, plant and 
   equipment                                   (331,767)     (234,185)
 Additions to intangible and other assets                     (94,252)
                                            ------------  ------------
 Net cash used for investing activities        (331,767)     (328,437)
                                            ------------  ------------
Cash flows from financing activities:
 Proceeds from exercise of common stock
   options                                       52,231 
 Purchase of fractional shares of common
   stock                                           (633)
 Net proceeds from sale of common stock                    14,453,458 
                                            ------------  ------------
 Net cash provided by financing activities       51,598    14,453,458 
                                            ------------  ------------
Net (decrease) increase in cash and
 cash equivalents                            (9,292,096)    5,076,517

Cash and cash equivalents at beginning 
 of period                                   17,491,955     7,221,108 
                                            ------------  ------------
Cash and cash equivalents at end of period  $ 8,199,859   $12,297,625 
                                            ============  ============








The accompanying notes are an integral part of these consolidated
condensed financial statements. 


            INTERFERON SCIENCES, INC. AND SUBSIDIARY
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (Unaudited)


Note 1.  Agreements with Purdue 

     In 1988, the Company entered into exclusive marketing and
distribution agreements with affiliates of The Purdue Frederick
Company (collectively, "Purdue") with respect to ALFERON N
Injection(R).  The Company reacquired from Purdue in 1993 and 1994
all marketing rights except in the United States and Canada.  In
May 1996, the Company reacquired the United States and Canadian
marketing rights from Purdue for $3,313,705, which was charged to
expense in the second quarter of 1996.

     In connection with the reacquisition of United States and
Canadian marketing rights (i) Purdue agreed to provide during the
first year after the reacquisition certain distribution services to
the Company with respect to 24,000 vials of ALFERON N Injection at
an aggregate cost of $240,000, (ii) Purdue agreed to provide during
the second year after the reacquisition, if requested by the
Company, certain distribution services to the Company with respect
to up to 30,000 vials of ALFERON N Injection at a cost of $15 per
vial, and (iii) the Company purchased from Purdue all vials of
ALFERON N Injection and all other assets of Purdue used exclusively
in its ALFERON N Injection business at an aggregate cost of
$206,307.

Note 2.  Inventories

     Inventories, consisting of material, labor and overhead, are
classified as follows:

                               June 30,        December 31,
                                 1997              1996
                           --------------     --------------

   Finished goods          $   2,384,999      $   2,563,755
   Work in process             3,019,615          1,106,214
   Raw materials                 724,609            658,629
                           --------------     --------------
                           $   6,129,223      $   4,328,598


     Finished goods inventory consists of vials of ALFERON N
Injection, available for commercial and clinical use either
immediately or upon final release by Quality Assurance.  

Note 3.  Reverse Stock Split

     On March 21, 1997, the Company's stockholders approved a
proposal to amend the Company's Restated Certificate of
Incorporation to effect a one-for-four reverse stock split of the
Company's Common Stock.  The reverse stock split became effective
as of 5:00 PM, New York City time, on March 21, 1997 (the
"Effective Time").  As of March 21, 1997, there were 49,104,779
shares of Common Stock outstanding and after the Effective Time
there were 12,276,089 shares of new Common Stock outstanding.

     The par value of the Common Stock did not change as a result
of the reverse stock split.  Cash was paid in lieu of fractional
shares based on the last reported sale price of the new Common
Stock on the first trading date after the Effective Time.

     The loss per share and average outstanding shares for the
three months and six months ended June 30, 1996 have been restated
to reflect the reverse split as if it had occurred on January 1,
1996.

     
            INTERFERON SCIENCES, INC. AND SUBSIDIARY

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS


Financial Condition and Liquidity

     As of June 30, 1997, the Company had an aggregate of $8.2
million in cash and cash equivalents. Until utilized, such cash and
cash equivalents are being invested principally in short-term
interest-bearing investments.

     The Company requires substantial funds to conduct research and
development and preclinical and clinical testing and to market its
products. For the six months ended June 30, 1997, the cash utilized
by the Company's operations was approximately $9.0 million of which
increases in inventories and accounts and other receivables
accounted for approximately $1.8 and $0.6 million, respectively. 
The Company has continued to increase its investment in inventories
of ALFERON N Injection to meet increased market demand, for use in
the Company-sponsored Phase 3 clinical trials currently in progress
for HIV and hepatitis C, and so that inventory will be available in
the event such trials are successfully concluded beginning in late
1997 and ALFERON N Injection is subsequently approved for the
treatment of one or both of these new indications by the U.S. Food
and Drug Administration.  The Company's future capital requirements
will depend on many factors, including: continued scientific
progress in its drug development programs; the magnitude of these
programs; progress with preclinical testing and clinical trials;
the time and costs involved in obtaining regulatory approvals; the
costs involved in filing, prosecuting, and enforcing patent claims;
competing technologies and market developments; changes in its
existing research relationships; the ability of the Company to
establish collaborative arrangements; and effective
commercialization activities and arrangements.

     In the first two weeks of August 1997, the Company received (i) net 
proceeds of $8.5 million from a private offering, primarily to institutional
investors, of the Company's common stock and (ii) subscriptions to purchase
additional shares of the Company's common stock, pursuant to which the Company
expects to receive an additional $2.8 million of net proceeds in the near 
future.  Based on the Company's estimates of revenues, expenses, and levels of
production, management believes that the cash presently available, together
with the cash expected to be received when the subscribed for shares are
purchased, will be sufficient to enable the Company to continue operations for
at least 12 months.  However, actual results, especially with respect to 
revenues, may differ materially from such estimates, and no assurance can be 
given that additional funding will not be required sooner than anticipated or 
that such additional funding, whether from financial markets or collaborative
or other arrangements with corporate partners or from other sources, will be
available when needed or on terms acceptable to the Company. Insufficient
funds will require the Company to delay, scale back, or eliminate certain or all
of its research and development programs or to license third parties to 
commercialize products or technologies that the Company would otherwise seek to
develop itself or to shut down or curtail its manufacturing facility. 


Results of Operations

Six Months Ended June 30, 1997 versus Six Months Ended June 30,
1996
       
     For the six months ended June 30, 1997, the Company's revenues
of $1,415,240 included $1,388,120 from the sale of ALFERON N
Injection and the balance from sales of research products and other
revenues.  Revenues of $419,337 for the six months ended June 30,
1996 included $405,288 from the sale of ALFERON N Injection and the
balance from sales of research products.  There were no sales to
Purdue during the six months ended June 30, 1996 because the
Company was negotiating the reacquisition of United States and
Canadian marketing rights from Purdue and Purdue had adequate
inventory from which to make sales pending the consummation of such
reacquisition, which took place during May 1996.  Cost of goods
sold and excess/idle production costs totalled $1,104,642 and
$1,026,315 for the six months ended June 30, 1997 and 1996,
respectively. There were no excess/idle production costs in the six
months ended June 30, 1997.  The positive gross margin achieved in
the six months ended June 30, 1997 reflects the higher United
States selling prices of ALFERON N Injection realized as a result
of the reacquisition of United States marketing rights, as well as
the low carrying values of a portion of the inventories sold
resulting from write-downs in prior periods.  The inventory which
was sold during the six months ended June 30, 1996 had previously
been written-down to its then net realizable value.  Excess/idle
production costs in the six months ended June 30, 1996 represented
current production costs in excess of the estimated net realizable
value of the inventory produced.

     Research and development expenses during the six months ended
June 30, 1997 of $5,727,535 increased by $3,403,342 from $2,324,193
for the same period in 1996, principally because the Company
continued to intensify its level of clinical research on ALFERON N
Injection.  The Company received $117,498 and $129,492 during the
six months ended June 30, 1997 and 1996, respectively, as rental
income from National Patent Development Corporation ("NPDC") for
the use of a portion of the Company's facilities, which offset
research and development expenses.

     General and administrative expenses for the six months ended
June 30, 1997 were $2,070,138 as compared to $1,800,474 for the
same period in 1996.  The increase of $269,664 was principally due
to increases in payroll, marketing and other operating expenses,
partially offset by non-recurring compensation expenses of
approximately $550,000 for the same period in 1996.  NPDC provides
certain administrative services for which the Company paid NPDC
$60,000 for each of the six-month periods ended June 30, 1997 and
1996.  In addition, for the six months ended June 30, 1997 and
1996, the Company reimbursed NPDC zero and $97,500, respectively,
for expenses paid by NPDC on behalf of the Company.  For the six
months ended June 30, 1997 and 1996, payments to NPDC for the
services provided to the Company by NPDC personnel amounted to
$56,250 and $84,989, respectively.  For the six months ended June
30, 1997 and 1996, receipts from NPDC for the services provided to
NPDC by Company personnel amounted to zero and $150,335,
respectively. 

     The $3,313,705 cost of reacquisition of marketing rights from
Purdue was charged to expense in the second quarter of 1996.

     Interest and other income for the six months ended June 30,
1997 was $307,534 as compared to $190,221 for the same period in
1996.  The increase of $117,313 was due to more funds available for
investment in the current period.       

     As a result of the foregoing, the Company incurred net losses
of $7,179,541 and $7,855,129 for the six months ended June 30, 1997
and 1996, respectively.


Three Months Ended June 30, 1997 versus Three Months Ended June 30,
1996

     For the three months ended June 30, 1997, the Company's
revenues of $761,041 included $759,139 from the sale of ALFERON N
Injection and the balance from sales of research products and other
revenues.  Revenues of $413,552 for the three months ended June 30,
1996 included $405,288 from the sale of ALFERON N Injection and the
balance from sales of research products.  There were no sales to
Purdue during the three months ended June 30, 1996 because the
Company was negotiating the reacquisition of United States and
Canadian marketing rights from Purdue and Purdue had adequate
inventory from which to make sales pending the consummation of such
reacquisition, which took place during May 1996.  Cost of goods
sold totalled $603,268 and $244,774 for the three months ended June
30, 1997 and 1996, respectively.  There were no excess/idle
production costs in the three months ended June 30, 1997 and 1996. 
The positive gross margin achieved in the three months ended June
30, 1997 and 1996 reflects the higher United States selling prices
of ALFERON N Injection realized as a result of the reacquisition of
United States marketing rights and, for the 1996 period, the low
carrying values of the inventories sold resulting from write-downs
in prior periods.

     Research and development expenses during the three months
ended June 30, 1997 of $3,135,447 increased by $1,785,563 from
$1,349,884 for the same period in 1996, principally because the
Company continued to intensify its level of clinical research on
ALFERON N Injection.  The Company received $58,749 and $64,746
during the three months ended June 30, 1997 and 1996, respectively,
as rental income from NPDC for the use of a portion of the
Company's facilities, which offset research and development
expenses.

     General and administrative expenses for the three months ended
June 30, 1997 were $1,147,703 as compared to $1,250,304 for the
same period in 1996.  The decrease of $102,601 was principally due
to non-recurring compensation expenses of approximately $550,000
for the 1996 period, partially offset by increases in payroll,
marketing and other operating expenses in the 1997 period.  NPDC
provides certain administrative services for which the Company paid
NPDC $30,000 for each of the three-month periods ended June 30,
1997 and 1996.  In addition, for the three months ended June 30,
1997 and 1996, the Company reimbursed NPDC zero and $48,750,
respectively, for expenses paid by NPDC on behalf of the Company. 
For the three months ended June 30, 1997 and 1996, payments to NPDC
for the services provided to the Company by NPDC personnel amounted
to $28,125 and $41,634, respectively.  For the three months ended
June 30, 1997 and 1996, receipts from NPDC for the services
provided to NPDC by Company personnel amounted to zero and $70,787,
respectively.

     The $3,313,705 cost of reacquisition of marketing rights from
Purdue was charged to expense in the second quarter of 1996.

     Interest and other income for the three months ended June 30,
1997 was $130,645 as compared to $121,186 for the same period 1996.

     As a result of the foregoing, the Company incurred net losses
of $3,994,732 and $5,623,929 for the three months ended June 30,
1997 and 1996, respectively.

Recent Tax and Accounting Developments

     In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
"Earnings per Share" (SFAS No. 128).  SFAS No. 128 applies to
entities with publicly held common stock or potential common stock. 
SFAS No. 128 simplifies the computation of earnings per share by
replacing the presentation of primary earnings per share with a
presentation of basic earnings per share.  It requires dual
presentation of basic and diluted earnings per share by entities
with complex capital structures.  Statement No. 128 is effective
for financial statements issued for periods ending after December
15, 1997 and requires restatement of all prior period earnings per
share presented.  The Company does not believe the adoption of SFAS
No. 128 will have a material impact on the Company's reported
earnings per share.

Forward-Looking Statements

     This report contains certain forward-looking statements
reflecting management's current views with respect to future events
and financial performance.  These forward-looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking
statements, including, but not limited to, uncertainty of obtaining
additional funding for the Company; uncertainty of obtaining United
States regulatory approvals for the Company's products under
development and foreign regulatory approvals for the Company's FDA-
approved product and products under development and, if such
approvals are obtained, uncertainty of the successful commercial
development of such products; substantial competition from
companies with substantially greater resources than the Company in
the Company's present and potential businesses; no guaranteed
source of required materials for the Company's products; dependence
on certain distributors to market the Company's products; potential
adverse side effects from the use of the Company's products;
potential patent infringement claims against the Company; possible
inability of the Company to protect its technology; uncertainty of
pharmaceutical pricing; substantial royalty obligations payable by
the Company; limited production experience of the Company; risk of
product liability; and risk of loss of key management personnel,
all of which are difficult to predict and many of which are beyond
control of the Company.


            INTERFERON SCIENCES, INC. AND SUBSIDIARY

         QUALIFICATION RELATING TO FINANCIAL INFORMATION

                          JUNE 30, 1997


     The financial information included herein is unaudited.  Such
information, however, reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of
management, necessary to a fair statement  of the results for the
interim periods. The results for interim periods are not
necessarily indicative of results to be expected for the year.


            INTERFERON SCIENCES, INC. AND SUBSIDIARY

                   PART II.  OTHER INFORMATION


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

     At the Annual Meeting of Stockholders held on June 19, 1997,
the following individuals were elected to serve as directors of the
Company for a one year term, with each individual nominee receiving
the following votes:

     Director                   Votes For         Votes Withheld 
 
     Dr. Leon Botstein          8,044,421             504,963
     Jerome I. Feldman          8,330,176             219,208
     Martin M. Pollak           8,066,543             482,841
     Lawrence M. Gordon         8,332,101             217,283
     Scott N. Greenberg         8,332,226             217,158
     Dr. Samuel H. Ronel        8,331,576             217,808
     Dr. Stanley G. Schutzbank  8,332,101             217,283
     Dr. Roald Hoffmann         8,070,468             478,916
     Sheldon L. Glashow         8,070,468             478,916

Item 6.  Exhibits and Reports on Form 8-K

     (a) 10.54 Agreement, dated as of April 1, 1997 between the
Registrant and the American National Red Cross*
         10.55 Agreement, dated May 27, 1997 between the
Registrant and Alternate Site Distributors, Inc.*


------------------
*Certain information omitted and subject to a request for
confidential treatment pursuant to Rule 24b-2.

     (b) Reports on Form 8-K

         There were no reports on Form 8-K filed for the period
ended June 30, 1997.


                    INTERFERON SCIENCES, INC.

                          JUNE 30, 1997




                           SIGNATURES

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



                               INTERFERON SCIENCES, INC.



DATE: August 14, 1997       By:  /s/ Lawrence M. Gordon
                                 Lawrence M. Gordon
                                 Chief Executive Officer



DATE: August 14, 1997       By:  /s/ Donald W. Anderson
                                 Donald W. Anderson
                                 Controller