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

                                   FORM 10-Q/A

[x]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

      For the quarter ended March 31, 2002

                                          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
May 8, 2003.

                   Common Stock               36,282,823 shares



<PAGE>






                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS


      This  Amendment on Form 10-Q/A is being filed to restate  certain  amounts
(see Note 8 to the financial  statements for discussion of significant  changes)
and  to  revise  disclosure  and  presentation  of  the  Company's  Consolidated
Financial  Statements  for the quarterly  periods ended March 31, 2002 and 2001.
This filing should be read in  conjunction  with the Company's Form 10-K for the
fiscal year ended December 31, 2002.


                                                                           Page

Part I.  Financial Information:

   Consolidated Condensed Balance Sheets--
     March 31, 2002 and December 31, 2001. . . . . . . . . . . . . . . . . . .1

   Consolidated Condensed Statements of Operations--
     Three Months Ended March 31, 2002 and 2001. . . . . . . . . . . . . . . .2

   Consolidated Condensed Statement of Capital  Deficiency---
     Three Months Ended March 31, 2002 . .  . . . . . . . . . . . . . . . . . 3

   Consolidated Condensed Statements of Cash Flows--
     Three Months Ended March 31, 2002 and 2001. . . . . . . . . . . . . . . .4

   Notes to Consolidated Condensed Financial Statements. . . . . . . . . . 5-10

   Independent Accountant's Review Report. . . . . . . . . . . . . . . . . . 11

   Management's Discussion and Analysis of Financial
     Condition and Results of Operations . . . . . . . . . . . . . . . . .12-16

Part II.  Other Information . . . . . . . . . . . . . . . . . . . . . . . . .17

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Certifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19-20



<PAGE>


<TABLE>
<CAPTION>



                    INTERFERON SCIENCES, INC. AND SUBSIDIARY
                          PART I. FINANCIAL INFORMATION

                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                                      March 31,        December 31,
                                                        2002               2001
                                                     (Unaudited)
                                                     As Restated       As Restated
                                                     See Note 8        See Note 8
ASSETS                                              ------------------------------
<S>                                                 <C>               <C>
Current assets
  Cash and cash equivalents                         $    475,667      $ 1,184,889
  Accounts and other receivables                         288,692          123,389
  Inventories, net of reserves of
   $5,191,673 and $5,538,413, respectively                77,706          109,913
  Prepaid expenses and other current assets               32,598           17,608
                                                   -------------    -------------
Total current assets                                     874,663        1,435,799
                                                   -------------    -------------
Property, plant and equipment, at cost                12,854,834       12,854,834
Less accumulated depreciation                        (10,875,571)     (10,776,342)
                                                   -------------    -------------
                                                       1,979,263        2,078,492
                                                   -------------    -------------
Patent costs, net of accumulated amortization            153,300          160,342
Other assets                                                 100           10,100
                                                   -------------    -------------
Total assets                                       $   3,007,326    $   3,684,733
                                                   =============    =============
LIABILITIES AND CAPITAL DEFICIENCY
Current liabilities
  Accounts payable and accrued expenses            $   2,737,622    $   2,653,209
  ISI stock subject to resale agreement
  and in-kind services due Metacine                    1,700,000        1,700,000
  Note payable and amount due GP Strategies              400,245          495,745
                                                   -------------    -------------
Total current liabilities                              4,837,867        4,848,954
                                                   -------------    -------------
Commitments and contingencies

Capital deficiency
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-20,377,830 and
 20,308,031 shares, respectively                         203,778          203,080
Capital in excess of par value                       136,265,795      136,239,499
Accumulated deficit                                 (138,300,114)    (137,606,800)
                                                   -------------     ------------
Total capital deficiency                              (1,830,541)      (1,164,221)
                                                   -------------     ------------
Total liabilities and capital deficiency            $  3,007,326    $   3,684,733
                                                   =============    =============

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

</TABLE>

<PAGE>




                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                      Three Months Ended
                                                           March 31,
                                                  -----------------------------
                                                       2002           2001
                                                  -------------   -------------
                                                   As Restated     As Restated
                                                   See Note 8      See Note 8
Revenues
  Alferon N Injection                              $    784,446    $    370,645
                                                  -------------   -------------
Total revenues                                          784,446         370,645
                                                  -------------   -------------
Costs and expenses
Cost of goods sold and excess/idle
  production costs                                      415,475         414,457
Research and development                                468,108         587,233
General and administrative                              579,563         673,107
                                                  -------------   -------------
Total costs and expenses                              1,463,146       1,674,797
                                                  -------------   -------------
Loss from operations                                   (678,700)     (1,304,152)

Interest income (expense), net                          (14,614)         32,080
                                                  -------------   -------------
Net loss                                           $   (693,314)    $(1,272,072)
                                                  =============   =============

Basic and diluted net loss per share               $       (.03)    $      (.07)
                                                  =============   =============
Weighted average number of shares outstanding        20,341,314      17,962,372
                                                  =============   =============



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

<PAGE>

<TABLE>
<CAPTION>




                    INTERFERON SCIENCES, INC. AND SUBSIDIARY
                        CONSOLIDATED CONDENSED STATEMENT
                              OF CAPITAL DEFICIENCY
                        THREE MONTHS ENDED MARCH 31, 2002
                                   (Unaudited)


                                  Capital Total
                        Common Stock         in excess       Accumulated        capital
                      Shares      Amount    of par value      deficit         deficiency
                      ------------------    ------------    -------------    --------------
<S>                <C>          <C>         <C>             <C>               <C>
Balance at
  Dec. 31, 2001,
  as restated,
  see Note 8       20,308,031   $203,080    $136,239,499    $(137,606,800)    $(1,164,221)


 Common stock
  issued under
  Company 401(k)
  Plan                 69,799        698          26,296                           26,994

 Net loss                                                        (693,314)       (693,314)
                  -------------------------------------------------------------------------
 Balance at
  March 31, 2002,
  as restated,
  see Note 8       20,377,830   $203,778    $136,265,795    $(138,300,114)    $(1,830,541)





 The  accompanying  notes are an integral part of these  consolidated  condensed
financial statements.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


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

                                                            Three Months Ended
                                                                 March 31,
                                                         --------------------------
                                                           2002         2001
                                                         ------------  ------------
<S>                                                      <C>           <C>
                                                         As Restated   As Restated
                                                         See Note 8    See Note 8

Cash flows from operating activities:

  Net loss                                               $  (693,314)  $(1,272,072)
  Adjustments to reconcile net loss to net
   cash used for operating activities:
    Depreciation and amortization                            106,271       126,695
    Noncash compensation expense                              26,994        36,240
    Change in operating assets and liabilities:
     Accounts and other receivables                         (165,303)    1,457,178
     Inventories                                              32,207        15,690
     Prepaid expenses and other current assets               (14,990)      (16,125)
     Accounts payable and accrued expenses                    84,413       (97,008)
     Amount due to GP Strategies                               4,500         7,500
                                                         ------------  ------------
    Net cash (used for) provided by operating
      activities                                            (619,222)      258,098
                                                         ------------  ------------
Cash flows from investing activities:
  Additions to property, plant and equipment                               (42,570)
  Reduction of (investments in) other assets                  10,000       (87,500)
                                                         ------------  ------------
  Net cash provided by (used for) investing activities        10,000      (130,070)
                                                         ------------  ------------
Cash flows from financing activities:
  Repayment of note payable to GP Strategies                (100,000)
  Proceeds from exercise of common stock options                               561
                                                         ------------  ------------
Net cash (used for) provided by financing activities        (100,000)          561
                                                         ------------  ------------
Net increase (decrease) in cash and cash equivalents        (709,222)      128,589

Cash and cash equivalents at beginning of period           1,184,889     3,658,805
                                                         ------------  ------------
Cash and cash equivalents at end of period               $   475,667   $ 3,787,394
                                                         ============  ============
Noncash items:
 Settlement shares sold                                  $     0       $    21,463
                                                         ============  ============



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

</TABLE>

<PAGE>


                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Basis of Presentation

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

Note 2. Operations and Liquidity

     The  Company  has  experienced   significant  operating  losses  since  its
inception in 1980. As of March 31, 2002, the Company had an accumulated  deficit
of approximately  $138.3 million.  For the three months ended March 31, 2002 and
the years ended  December 31, 2001,  2000 and 1999,  the Company had losses from
operations of approximately  $0.7 million,  $7.3 million,  $4.2 million and $5.6
million, respectively.  Also, the Company has limited liquid resources. Although
the Company  received FDA approval in 1989 to market  ALFERON N Injection in the
United States for the  treatment of certain  genital  warts,  it has had limited
revenues  from the sale of  ALFERON N  Injection  to date.  For the  Company  to
operate  profitably,   the  Company  must  sell  significantly  more  ALFERON  N
Injection.  Increased sales will depend primarily upon the expansion of existing
markets  and/or  successful  attainment  of FDA  approval  to  market  ALFERON N
Injection for additional indications,  of which there can be no assurance. There
can be no assurance  that  sufficient  quantities of ALFERON N Injection will be
sold to allow the Company to operate profitably.

     At March 31, 2002, the Company had approximately  $475,000 of cash and cash
equivalents,  with which to support future  operating  activities and to satisfy
its financial obligations as they become payable.

     Based on the  Company's  estimates  of  revenues,  expenses,  the timing of
repayment of creditors,  and levels of production,  management believes that the
Company has  sufficient  resources to enable the Company to continue  operations
until the second  quarter of 2003.  However,  actual  results,  especially  with
respect to revenues,  may differ materially from such estimate, 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.

     Management plans to pursue raising additional capital by either (i) issuing
securities in a private or public equity  offering or (ii)  licensing the rights
to its injectable,  topical or oral  formulations  of natural alpha  interferon.
Management  is  seeking  to  enter  into  mergers,   joint   ventures  or  other
collaborations that could provide the additional  resources necessary to advance
the Company's most valuable programs. There can be no assurances,  however, that
the Company will be successful in obtaining an adequate  level of financing,  on
terms that are acceptable to the Company, needed to continue operations.

     Insufficient  funds will require the Company to further delay,  scale back,
or eliminate  certain or all of its  activities  or to license  third parties to
commercialize  products or technologies that the Company would otherwise seek to
develop itself.

     On March 11,  2003,  the  Company  sold all its  inventory  related  to its
ALFERON  N  Injection  product  and  granted a license  to sell the  product  to
Hemispherx  Biopharma,  Inc. ("HEB"). In exchange for the inventory and license,
the Company  received HEB common stock with a guaranteed  value of $675,000,  an
additional  62,500 shares of HEB common stock without a guaranteed  value, and a
royalty  equal to 6% of the net sales of  ALFERON N  Injection.  The HEB  common
stock  will be  subject  to  selling  restrictions.  In  addition,  HEB  assumed
approximately  $400,000 of the Company's payables and various other commitments.
The Company and HEB also entered into  another  agreement  pursuant to which the
Company will sell to HEB,  subject to regulatory  approval,  the Company's  real
estate property,  plant, equipment,  furniture and fixtures, rights to ALFERON N
Injection and all of its patents,  trademarks  and other  intellectual  property
related to its natural alpha interferon business. In exchange,  the Company will
receive  $675,000 of HEB common stock with a  guaranteed  value,  an  additional
62,500 shares of HEB common stock without a guaranteed value and a royalty equal
to 6% of the net sales of all products sold containing natural alpha interferon.
HEB will assume  approximately  $1.5 million of the Company's  indebtedness that
currently  encumbers its assets. In addition,  HEB will fund the operating costs
of the Company's facility pending the completion of this transaction.

 Note 3.  Inventories

      Inventories consist of the following:

                                               March 31,        December 31,
                                                 2002               2001
                                             As Restated        As Restated
                                              See Note 8         See Note 8
                                            --------------     -------------
     Finished goods                         $   884,749         $ 1,263,696
     Work in process                          3,052,070           3,052,070
     Raw materials                            1,332,560           1,332,560
     Less reserve for excess inventory       (5,191,673)         (5,538,413)
                                           ---------------     -------------
                                            $    77,706         $   109,913
                                             ================     =============

     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.

     In light of the  results  of the  Company's  phase 3 studies  of  ALFERON N
Injection in HIV and HCV-infected  patients,  the Company has recorded a reserve
against its  inventory  of ALFERON N  Injection  to reflect  its  estimated  net
realizable  value.  The  reserve  was a result of the  Company's  assessment  of
anticipated  near-term projections of product to be sold or utilized in clinical
trials,   giving   consideration  to  historical  sales  levels.  As  a  result,
inventories  at March 31,  2002 and  December  31,  2001,  reflect a reserve for
excess inventory of $5,191,673 and $5,538,413, respectively.

Note 4. Agreement with GP Strategies Corporation

     Pursuant to an agreement  dated March 25, 1999, GP  Strategies  Corporation
("GP  Strategies")  loaned the Company $500,000 (the "GP Strategies  Debt").  In
return,  the Company granted GP Strategies (i) a first mortgage on the Company's
real  estate,  (ii) a  two-year  option  (which has  expired)  to  purchase  the
Company's  real estate,  provided that the Company has terminated its operations
and a certain  liability  to the  American  Red Cross (the "Red Cross") has been
repaid,  and (iii) a two-year  right of first refusal (which has expired) in the
event the Company  desires to sell its real  estate.  In  addition,  the Company
issued GP  Strategies  500,000  shares  (the "GP  Shares")  of common  stock and
five-year  warrant (the "GP Warrant") to purchase 500,000 shares of common stock
at a price of $1 per share. The GP Shares and GP Warrant were valued at $500,000
and recorded as a financing cost and amortized  over the original  period of the
GP Strategies Debt in 1999. Pursuant to the agreement,  the Company has issued a
note to GP  Strategies  representing  the GP  Strategies  Debt,  which  note was
originally  due on September  30, 1999 (but extended to June 30, 2001) and bears
interest, payable at maturity, at the rate of 6% per annum. In addition, at that
time,  the  Company  negotiated  a  subordination  agreement  with the Red Cross
pursuant  to which  the Red Cross  agreed  that its lien on the  Company's  real
estate is subordinate to GP Strategies' lien. On March 27, 2000, the Company and
GP Strategies  entered into an agreement pursuant to which (i) the GP Strategies
Debt was extended until June 30, 2001 and (ii) the Management  Agreement between
the Company and GP  Strategies  was  terminated  and all  intercompany  accounts
between the Company and GP Strategies (other than the GP Strategies Debt) in the
amount of approximately  $130,000 were discharged which was recorded as a credit
to capital  in excess of par  value.  On August 23,  2001,  the  Company  and GP
Strategies  entered into an agreement  pursuant to which the GP Strategies  Debt
was extended to March 15,  2002.  During  2001,  the Company paid GP  Strategies
$100,000 to reduce the GP  Strategies  Debt. In addition,  in January 2002,  the
Company paid GP Strategies  $100,000 to further  reduce the GP Strategies  Debt.
The Company and GP Strategies are currently discussing restructuring the balance
of the GP Strategies  Debt.  Under the terms of such agreement GP Strategies has
the right to sell the Company's  real estate but has not commenced  action to do
so.

Note 5.  Agreement with the Red Cross

     The Company  obtained  human white blood cells used in the  manufacture  of
ALFERON N Injection from several sources,  including the Red Cross pursuant to a
supply agreement dated April 1, 1997 (the "Supply Agreement").  The Company will
not need to purchase  more human white blood cells until such time as production
of crude alpha interferon is resumed.  Under the terms of the Supply  Agreement,
the Company  was  obligated  to  purchase a minimum  amount of human white blood
cells each month through March 1999 (the "Minimum Purchase Commitment"), with an
aggregate Minimum Purchase  Commitment during the period from April 1998 through
March 1999 in excess of  $3,000,000.  As of November 23, 1998,  the Company owed
the Red Cross  approximately  $1.46  million plus interest at the rate of 6% per
annum  accruing from April 1, 1998 (the "Red Cross  Liability")  for white blood
cells purchased pursuant to the Supply Agreement.

     Pursuant to an agreement  dated November 23, 1998, the Company  granted the
Red  Cross a  security  interest  in  certain  assets  to  secure  the Red Cross
Liability,  issued to the Red Cross 300,000 shares of common stock and agreed to
issue  additional  shares at some future date as  requested  by the Red Cross to
satisfy any remaining  amount of the Red Cross  Liability.  The Red Cross agreed
that any net  proceeds  received by it upon sale of such shares would be applied
against the Red Cross Liability and that at such time as the Red Cross Liability
was paid in full, the Minimum  Purchase  Commitment  would be deleted  effective
April 1,1998 and any then existing  breaches of the Minimum Purchase  Commitment
would be waived.  In January  1999 the Company  granted the Red Cross a security
interest (the "Security  Interest")  in, among other things,  the Company's real
estate,  equipment  inventory,  receivables,  and New Jersey net operating  loss
carryovers  to secure  repayment of the Red Cross  Liability,  and the Red Cross
agreed to  forbear  from  exercising  its  rights  under the  Supply  Agreement,
including with respect to collecting the Red Cross Liability until June 30, 1999
(which was subsequently extended until December 31, 1999). On December 29, 1999,
the Company, the Red Cross and GP Strategies entered in an agreement pursuant to
which the Red Cross agreed that until  September  30, 2000 it would forbear from
exercising its rights under (i) the Supply Agreement,  including with respect to
collecting the Red Cross Liability,  and (ii) the Security  Interest.  As of the
date  hereof,  the Red Cross has not given the  Company  notice of its intent to
exercise its rights to collect the Red Cross Liability.  Under the terms of such
agreement, the Red Cross has the right to sell the Company's real estate. In the
event the Red Cross is  successful  in selling the  Company's  real estate,  the
Company would hope to be able to enter into a lease with the new owner, although
there can be no assurance that this would occur.

     During 1999,  the Red Cross sold 27,000 of the  Settlement  Shares and sold
the balance of such shares (273,000 shares) during the first quarter of 2000. As
a result, the net proceeds from the sales of the Settlement  Shares,  $33,000 in
1999 and $368,000 in 2000,  were applied against the liability to the Red Cross.
The  remaining  liability to the Red Cross  included in accounts  payable on the
consolidated condensed balance sheet at March 31, 2002 and December 31, 2001 was
approximately $1,355,000 and $1,339,000,  respectively. On October 30, 2000, the
Company issued an additional  800,000 shares to the Red Cross.  The net proceeds
from the sale of such  shares  by the Red  Cross  will be  applied  against  the
remaining liability of $1,355,000 owed to the Red Cross.  However,  there can be
no  assurance  that  the net  proceeds  from  the  sale of such  shares  will be
sufficient to extinguish the remaining liability owed the Red Cross.

Note 6.  Agreement with Metacine, Inc.

     On July 28, 2000,  the Company  acquired for $100,000 an option to purchase
certain securities of Metacine, Inc. ("Metacine"), a company engaged in research
using dendritic cell technology, on the terms set forth below. The $100,000 paid
for the option was recorded as investment in Metacine and other assets in 2000.

     On April 9, 2001, the Company exercised its option to acquire an 82% equity
interest  in  Metacine.  Pursuant  to the  agreement,  as  amended,  the Company
received  700,000  shares of Metacine  common  stock and a five-year  warrant to
purchase,  at a price of $12.48 per share,  282,794  shares of  Metacine  common
stock in exchange for  $300,000 in cash,  $250,000 of services to be rendered by
the Company by June 30, 2002 and 2,000,000 shares of the Company's common stock.
The agreement  contains certain  restrictions on the ability of Metacine to sell
the Company's shares and provides for cash payments  ("Deficiency  Payments") by
the Company to Metacine to the extent Metacine has not received from the sale of
the Company's  common stock,  cumulative net proceeds of $1,850,000 by September
30, 2002 or  $400,000 of net  proceeds  per  quarter  beginning  with the period
ending  September  30, 2001 and $250,000 for the quarter  ending  September  30,
2002. On October 4, 2001,  the Company made a Deficiency  Payment to Metacine in
the amount of $400,000 for the quarter  ending  September 30, 2001.  The Company
has not, as yet, made Deficiency  Payments in the amount of $400,000 for each of
the  quarters  ended  December  31,  2001 and March 31,  2002.  The  Company  is
currently  discussing  various  options  regarding the Deficiency  Payments with
Metacine.  If  Metacine  sells  all of the  2,000,000  shares  received  and the
cumulative  proceeds  from the sales and any  Deficiency  Payments are less than
$1,850,000,  the Company may issue to Metacine additional shares of common stock
at the Company's full discretion.  These  additional  shares would be treated in
the same manner as the original  2,000,000  shares. In the event that cumulative
net  proceeds to Metacine  from the sale of the  Company's  common  stock exceed
$1,850,000,  any  Deficiency  Payments  previously  made by the Company would be
repaid to the  Company to the  extent  these  proceeds  exceed  $1,850,000.  All
additional proceeds beyond the $1,850,000 and repayment of Deficiency  Payments,
if any, would be for the benefit of Metacine. The Company was required to put in
escrow 100,000  Metacine  shares to secure its obligations to render $250,000 of
services  to  Metacine  and  462,500  Metacine  shares to secure  its  potential
obligations to make Deficiency Payments. Since the Company has not made $800,000
in Deficiency Payments, Metacine could request 200,000 Metacine shares currently
held in escrow to satisfy the Company's past due obligation.

     Although the Company is the majority  owner of Metacine,  the Company must,
on many matters, vote its shares of Metacine common stock in the same proportion
as votes cast by the  minority  stockholders  of  Metacine,  except for  certain
matters with respect for which the Company has protective  rights. In accordance
with EITF  Issue No.  96-16,  Investor's  Accounting  for an  Investee  When the
Investor has a Majority of the Voting  Interest but the Minority  Shareholder or
Shareholders  have Certain  Approval or Veto Rights,  the minority  holders have
substantive  participating  rights  which  include  controlling  the  selection,
termination  and  setting  of  compensation  for  Metacine  management  who  are
responsible  for  implementing  policies and  procedures,  making  operating and
capital decisions for Metacine and most other ordinary  operating  matters,  and
therefore,  the Company does not control Metacine. In addition, the Company only
has one  representative  on a board of directors  consisting of three directors.
Accordingly, the acquisition is being accounted for under the equity method.

     Of the  $2.5  million  consideration  paid  for  Metacine,  $2,341,418  was
recorded as a charge for the acquisition of in-process  research and development
("IPR&D")  in 2001.  The  charge was  recorded  as the  acquisition  of IPR&D as
Metacine's  primary  asset  is  technology  that has not  reached  technological
feasibility and has no alternative uses. The in-process research and development
expenses  relate to research  utilizing  dendritic  cells for the  treatment  of
various  diseases.  The $1,850,000  guaranteed  value of the 2,000,000 shares of
common stock issued to Metacine,  less the $400,000  Deficiency  Payment made in
October  2001,  has been  recorded as a current  liability at March 31, 2002 and
December  31,  2001.  The  $250,000 of  services  to be  provided  has also been
recorded as a current  liability.  Services  rendered to Metacine  for the three
months  ended March 31, 2002 and during 2001 were  immaterial  and as such,  the
liability  remained  unchanged  at March 31, 2002 and  December  31,  2001.  The
investment  has been  further  reduced  to zero at  December  31,  2001,  by the
Company's  equity in the loss of Metacine of $158,582 for the periods from April
9, 2001 through December 31, 2001.

Note 7.           Recently Issued Accounting Standards

     In June 2001, the FASB issued SFAS No. 141, Business  Combinations,  ("SFAS
No. 141") and SFAS No. 142,  Goodwill  and Other  Intangible  Assets  ("SFAS No.
142").  SFAS No. 141 requires that the purchase method of accounting be used for
all business  combinations.  SFAS No. 141  specifies  criteria  that  intangible
assets  acquired  in a  business  combination  must  meet to be  recognized  and
reported  separately  from  goodwill.  SFAS No. 142 requires  that  goodwill and
intangible  assets with  indefinite  useful  lives no longer be  amortized,  but
instead  tested  for  impairment  at  least  annually  in  accordance  with  the
provisions of SFAS No. 142. SFAS No. 142 also  requires that  intangible  assets
with estimable useful lives be amortized over their respective  estimated useful
lives to their  estimated  residual  values,  and  reviewed  for  impairment  in
accordance with SFAS No. 121 and subsequently, SFAS No. 144 after its adoption.

     The Company  adopted the provisions of SFAS No. 141 as of July 1, 2001, and
SFAS No. 142 as of January 1, 2002.  Upon  adoption of SFAS No. 142, the Company
was required to reassess the useful lives and residual  values of all intangible
assets acquired,  and make any necessary  amortization period adjustments by the
end of the first  interim  period after  adoption.  If an  intangible  asset was
identified as having an indefinite useful life, the Company would be required to
test the intangible  asset for  impairment in accordance  with the provisions of
SFAS No. 142 within the first  interim  period.  Impairment  is  measured as the
excess of  carrying  value  over the fair value of an  intangible  asset with an
indefinite  life.  Any  impairment  loss  would  be  measured  as of the date of
adoption  and  recognized  as the  cumulative  effect of a change in  accounting
principle in the first interim period.

     As of the date of adoption of SFAS No. 142,  the Company  does not have any
goodwill and has unamortized  identifiable  intangible  assets of  approximately
$160,000, all of which is subject to the transition provisions of SFAS No. 142.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or  Disposal of  Long-Lived  Assets  ("SFAS No.  144").  SFAS No. 144  addresses
financial  accounting and reporting for the impairment or disposal of long-lived
assets.   This  Statement  requires  that  long-lived  assets  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying  amount of an asset
to future net cash flows expected to be generated by the asset.  If the carrying
amount of an asset exceeds its estimated future cash flows, an impairment charge
is  recognized  by the amount by which the carrying  amount of the asset exceeds
the fair  value of the asset.  SFAS No. 144  requires  companies  to  separately
report  discontinued  operations and extends that reporting to a component of an
entity  that  either  has  been  disposed  of  (by  sale,  abandonment,  or in a
distribution to owners) or is classified as held for sale. Assets to be disposed
of are reported at the lower of the carrying  amount or fair value less costs to
sell. The Company  adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS
No. 144 did not have a material impact on the Company's  operations or financial
position.

Note 8.    Restatement

     The Company has restated its Consolidated  Condensed  Financial  Statements
for the three months ended March 31, 2002 and 2001. The  Consolidated  Condensed
Financial   Statements  required   restatement  to  correct  the  reporting  for
inventories,  cost of sales, other expenses and equity in loss of Metacine.  The
net loss and loss per share for the three  months  ended March 31, 2002 and 2001
have been revised as follows:

                                                  Three Months Ended March 31,
                                                       2002          2001
                                                       ----          ----

Net loss as previously reported                   $(1,289,348)   $(1,497,723)
Effect of correcting cost of sales (1)                404,195        225,651
Effect of correcting other expenses (2)                80,000          --
Effect of correcting equity in
 loss of Metacine (3)                                 111,839          --
                                                  -----------    -----------
Net loss as restated                              $  (693,314)   $(1,272,072)
                                                  ============   ============
Basic and diluted net loss per share
 as previously stated                             $     (.06)    $      (.08)
                                                  ============   ============
Basic and diluted net loss per share
 as restated                                      $     (.03)    $      (.07)
                                                  ===========    ============


(1)  To adjust for reversal of inventory  write-down and to adjust cost of sales
     for the change in market  value of common  stock held by the  American  Red
     Cross.

(2) To adjust the change in market value of common stock held by Metacine.

(3)  To adjust for the equity in the loss of Metacine in excess of the  carrying
     basis.




<PAGE>



 INDEPENDENT ACCOUNTANTS' REVIEW REPORT



To the Board of Directors and Stockholders of
Interferon Sciences, Inc.

We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
Interferon  Sciences,  Inc. and subsidiary as of March 31, 2002, and the related
condensed  consolidated  statements of operations,  capital  deficiency and cash
flows for the three-month periods ended March 31, 2002 and 2001. These condensed
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with accounting principles generally accepted in the United States of America.




Eisner LLP


 New York, New York
 June 10, 2003



<PAGE>


                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

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


     Since 1981,  the Company has been  primarily  engaged in the  research  and
development of pharmaceutical products containing Natural Alpha Interferon.  The
Company has experienced  significant  operating losses since its inception.  The
Company  received  FDA  approval in 1989 to market  ALFERON N  Injection  in the
United States for the treatment of certain types of genital warts.  However, the
Company has had limited  revenues  from the sale of ALFERON N Injection to date.
For the Company to operate profitably,  the Company must sell significantly more
ALFERON N Injection. Increased sales will depend primarily upon the expansion of
existing markets and/or successful  attainment of FDA approval to market ALFERON
N Injection for additional  indications.  The future revenues and  profitability
of, and availability of capital for, biotechnology  companies may be affected by
the continuing  efforts of  governmental  and  third-party  payors to contain or
reduce the costs of health care through various means. The Company has primarily
financed its operations to date through private placements,  public offerings of
the  Company's  securities,  and the sale of the  Company's  New Jersey tax loss
carryovers.

     Management is continuing to pursue raising additional capital by either (i)
issuing  securities in a private or public equity offering or (ii) licensing the
rights to its injectable  Natural Alpha Interferon for one or more  indications.
This may be more difficult in the future in light of the FDA's  requirement  for
the Company to conduct  additional Phase 3 studies of ALFERON N Injection in the
treatment  of  patients  infected  with the  human  immunodeficiency  virus  and
hepatitis  C virus.  Management  also is seeking to enter  into  mergers,  joint
ventures or other collaborations in the areas of cancer, infectious diseases and
immunology that could provide the additional  resources necessary to advance the
Company's  most  valuable  programs.  The  Company's  strategy is to utilize its
expertise in regulatory affairs,  clinical trials,  manufacturing,  and research
and development to acquire equity participations in early stage companies. There
can be no assurances,  however, that the Company will be successful in obtaining
an adequate  level of  financing,  on terms that are  acceptable to the Company,
needed to continue operations.

Liquidity and Capital Resources

     As of March 31 2002,  the  Company had  approximately  $475,000 in cash and
cash  equivalents.  Until  utilized,  such cash and cash  equivalents  are being
invested principally in short-term interest-bearing investments.

     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  pre-clinical  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;  and  the  ability  of the  Company  to  establish  collaborative
arrangements and effective commercialization activities and arrangements.

     Based on the  Company's  estimates  of  revenues,  expenses,  the timing of
repayment of creditors,  and levels of production,  management believes that the
cash  presently  available  will be sufficient to enable the Company to continue
operations until the second quarter of 2003. However, actual results, especially
with respect to  revenues,  may differ  materially  from such  estimate,  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 further  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.

     On April 9, 2001, the Company exercised its option to acquire a substantial
equity interest in Metacine,  Inc.  Pursuant to the agreement,  as amended,  the
Company received 700,000 shares of Metacine common stock and a five-year warrant
to purchase,  at a price of $12.48 per share,  282,794 shares of Metacine common
stock in exchange for  $300,000 in cash,  $250,000 of services to be rendered by
the Company by June 30, 2002 and 2,000,000 shares of the Company's common stock.
The agreement  contains certain  restrictions on the ability of Metacine to sell
the Company's shares and provides for cash payments  ("Deficiency  Payments") by
the Company to Metacine to the extent  Metacine has not received,  from the sale
of the  Company's  common  stock,  cumulative  net  proceeds  of  $1,850,000  by
September  30, 2002 or $400,000 of net proceeds per quarter  beginning  with the
period ending  September 30, 2001 and $250,000 for the quarter ending  September
30, 2002. In October 2001, the Company made a Deficiency  Payment to Metacine in
the amount of $400,000 for the quarter  ending  September 30, 2001.  The Company
has not, as yet, made Deficiency  Payments in the amount of $400,000 for each of
the  quarters  ended  December  31,  2001 and March 31,  2002.  The  Company  is
currently  discussing  various  options  regarding the Deficiency  Payments with
Metacine.  In the event that and to the extent that  cumulative  net proceeds to
Metacine  from the sale of the  Company's  common stock exceed  $1,850,000,  any
Deficiency  Payments  previously  made by the  Company  would be  repaid  to the
Company.

     The Company  participates in the State of New Jersey's corporation business
tax benefit certificate  transfer program (the "Program"),  which allows certain
high  technology and  biotechnology  companies to transfer unused New Jersey net
operating loss carryovers to other New Jersey  corporation  business  taxpayers.
During 1999, the Company  submitted an  application  to the New Jersey  Economic
Development  Authority  (the  "EDA")  to  participate  in the  Program  and  the
application  was  approved.  The EDA then issued a  certificate  certifying  the
Company's eligibility to participate in the Program and the amount of New Jersey
net operating loss  carryovers the Company has available to transfer.  Since New
Jersey law  provides  that net  operating  losses can be carried  over for up to
seven years,  the Company may be able to transfer  its New Jersey net  operating
losses from the last seven years.  The Company  estimated that, as of January 1,
1999, it had  approximately  $85 million of unused New Jersey net operating loss
carryovers available for transfer under the Program. The Program requires that a
purchaser pay at least 75% of the amount of the surrendered tax benefit.

     During  December  2001,  2000 and 1999,  the Company  completed the sale of
approximately  $12  million,  $19  million and $32 million of its New Jersey tax
loss  carryovers and received  $0.97  million,  $1.48 million and $2.35 million,
which was recorded as a gain on sale of state net operating  loss  carryovers on
the  Company's  Consolidated  Statement of  Operations  in 2001,  2000 and 1999,
respectively.  In June 2002,  the Company will submit an  application to sell an
additional approximately $2.6 million of tax benefits (calculated by multiplying
the Company's  unused New Jersey net operating loss carryovers  through December
31,  2001 of  approximately  $32 million by 9%).  The actual  amount of such tax
benefits the Company may sell will depend upon the allocation  among  qualifying
companies  of an  annual  pool  established  by the  State  of New  Jersey.  The
allocated pool for fiscal year 2002 and future years is $40 million per year.

     The Company  obtained  human white blood cells used in the  manufacture  of
ALFERON N Injection from several sources,  including the Red Cross pursuant to a
supply agreement dated April 1, 1997 (the "Supply Agreement").  The Company will
not need to purchase  more human white blood cells until such time as production
of crude alpha interferon is resumed.  Under the terms of the Supply  Agreement,
the Company  was  obligated  to  purchase a minimum  amount of human white blood
cells each month through March 1999 (the "Minimum Purchase Commitment"), with an
aggregate Minimum Purchase  Commitment during the period from April 1998 through
March 1999 in excess of  $3,000,000.  As of November 23, 1998,  the Company owed
the Red Cross  approximately  $1.46  million plus interest at the rate of 6% per
annum  accruing from April 1, 1998 (the "Red Cross  Liability")  for white blood
cells purchased pursuant to the Supply Agreement.

     Pursuant to an agreement  dated November 23, 1998, the Company  granted the
Red  Cross a  security  interest  in  certain  assets  to  secure  the Red Cross
Liability,  issued to the Red Cross 300,000 shares of common stock and agreed to
issue  additional  shares at some future date as  requested  by the Red Cross to
satisfy any remaining  amount of the Red Cross  Liability.  The Red Cross agreed
that any net  proceeds  received by it upon sale of such shares would be applied
against the Red Cross Liability and that at such time as the Red Cross Liability
was paid in full, the Minimum  Purchase  Commitment  would be deleted  effective
April 1,1998 and any then existing  breaches of the Minimum Purchase  Commitment
would be waived.  In January  1999 the Company  granted the Red Cross a security
interest (the "Security  Interest")  in, among other things,  the Company's real
estate,  equipment  inventory,  receivables,  and New Jersey net operating  loss
carryovers  to secure  repayment of the Red Cross  Liability,  and the Red Cross
agreed to  forbear  from  exercising  its  rights  under the  Supply  Agreement,
including with respect to collecting the Red Cross Liability until June 30, 1999
(which was subsequently extended until December 31, 1999). On December 29, 1999,
the Company, the Red Cross and GP Strategies entered in an agreement pursuant to
which the Red Cross agreed that until  September  30, 2000 it would forbear from
exercising its rights under (i) the Supply Agreement,  including with respect to
collecting the Red Cross Liability,  and (ii) the Security  Interest.  As of the
date  hereof,  the Red Cross has not given the  Company  notice of its intent to
exercise its rights to collect the Red Cross Liability.  Under the terms of such
agreement, the Red Cross has the right to sell the Company's real estate. In the
event the Red Cross is  successful  in selling the  Company's  real estate,  the
Company would hope to be able to enter into a lease with the new owner, although
there can be no assurance that this would occur.

     During 1999,  the Red Cross sold 27,000 of the  Settlement  Shares and sold
the balance of such shares (273,000 shares) during the first quarter of 2000. As
a result, the net proceeds from the sales of the Settlement  Shares,  $33,000 in
1999 and $368,000 in 2000,  were applied against the liability to the Red Cross.
The  remaining  liability to the Red Cross  included in accounts  payable on the
consolidated condensed balance sheet at March 31, 2002 and December 31, 2001 was
approximately $1,355,000 and $1,339,000,  respectively. On October 30, 2000, the
Company issued an additional  800,000 shares to the Red Cross.  The net proceeds
from the sale of such  shares  by the Red  Cross  will be  applied  against  the
remaining liability of $1,355,000 owed to the Red Cross.  However,  there can be
no  assurance  that  the net  proceeds  from  the  sale of such  shares  will be
sufficient to extinguish the remaining liability owed the Red Cross.

     Pursuant to an agreement  dated March 25, 1999,  GP  Strategies  loaned the
Company $500,000 (the "GP Strategies  Debt").  In return,  the Company agreed to
grant GP Strategies (i) a first  mortgage on the Company's  real estate,  (ii) a
two-year  option  (which has  expired) to purchase  the  Company's  real estate,
provided  that the  Company  has  terminated  its  operations  and the Red Cross
Liability has been repaid,  and (iii) a two-year  right of first refusal  (which
has  expired)  in the event the  Company  desires  to sell its real  estate.  In
addition,  the Company  agreed to issue GP Strategies  500,000  shares of Common
Stock (the "GP Shares") and a five-year  warrant (the "GP  Warrant") to purchase
500,000 shares of Common Stock at a price of $1 per share.  The common stock and
warrants  issued to GP  Strategies  were  valued at $500,000  and  recorded as a
financing cost and amortized over the original  period of the GP Strategies Debt
in 1999.  Pursuant to the agreement,  the Company issued a note to GP Strategies
representing  the GP Strategies  Debt,  which note was due on September 30, 1999
and  bears  interest,  payable  at  maturity,  at the rate of 6% per  annum.  In
addition, at that time the Company negotiated a subordination agreement with the
Red Cross  pursuant to which the Red Cross agreed that its lien on the Company's
real estate is subordinate to GP Strategies' lien.

     On March 27, 2000, the Company and GP Strategies  entered into an agreement
pursuant to which (i) the GP Strategies  Debt was extended  until June 30, 2001,
and (ii) the  Management  Agreement  between the Company and GP  Strategies  was
terminated and all  intercompany  accounts between the Company and GP Strategies
(other than the GP Strategies Debt) in the amount of approximately $130,000 were
discharged  which was recorded as a credit to capital in excess of par value. On
August 23,  2001,  the  Company  and GP  Strategies  entered  into an  agreement
pursuant to which the GP Strategies Debt was extended to March 15, 2002.  During
2001, the Company paid GP Strategies  $100,000 to reduce the GP Strategies Debt.
In addition, in January 2002, the Company paid GP Strategies $100,000 to further
reduce the GP  Strategies  Debt.  The Company and GP  Strategies  are  currently
discussing  restructuring  the balance of the GP Strategies Debt. As of the date
hereof, GP Strategies has not given the Company notice of its intent to exercise
its rights to collect the GP Strategies Debt. Under the terms of such agreement,
GP Strategies has the right to sell the Company's  real estate.  In the event GP
Strategies is successful in selling the Company's real estate, the Company would
hope to be able to enter into a lease with the new owner,  although there can be
no assurance that this would occur.

     In January 2002,  the Company was notified that if past due property  taxes
on its facility of  approximately  $200,000 were not paid within 30 days, that a
complaint  may be filed to  foreclose  on the  property.  Although  the tax lien
holder  attempted  to exercise its rights to  foreclose  on the  Company's  real
estate, the past due property taxes were paid prior to foreclosure in May 2003.

     The Company's Common Stock now trades on the OTC Bulletin Board,  which may
have a material  adverse  effect on the  ability of the  Company to finance  its
operations and on the liquidity of the Common Stock.

     On March 11,  2003,  the  Company  sold all its  inventory  related  to its
ALFERON  N  Injection  product  and  granted a license  to sell the  product  to
Hemispherx  Biopharma,  Inc. ("HEB"). In exchange for the inventory and license,
the Company  received HEB common stock with a guaranteed  value of $675,000,  an
additional  62,500 shares of HEB common stock without a guaranteed  value, and a
royalty  equal to 6% of the net sales of  ALFERON N  Injection.  The HEB  common
stock  will be  subject  to  selling  restrictions.  In  addition,  HEB  assumed
approximately  $400,000 of the Company's payables and various other commitments.
The Company and HEB also entered into  another  agreement  pursuant to which the
Company will sell to HEB,  subject to regulatory  approval,  the Company's  real
estate property,  plant, equipment,  furniture and fixtures, rights to ALFERON N
Injection and all of its patents,  trademarks  and other  intellectual  property
related to its natural alpha interferon business. In exchange,  the Company will
receive  $675,000 of HEB common stock with a  guaranteed  value,  an  additional
62,500 shares of HEB common stock without a guaranteed value and a royalty equal
to 6% of the net sales of all products sold containing natural alpha interferon.
HEB will assume  approximately  $1.5 million of the Company's  indebtedness that
currently  encumbers its assets. In addition,  HEB will fund the operating costs
of the Company's facility pending the completion of this transaction.

Results of Operations

Three Months Ended March 31, 2002 Versus Three Months Ended March 31, 2001

     For the three  months  ended  March  31,  2002 and 2001,  the  Company  had
revenues  from the  sale of  ALFERON  N  Injection  of  $784,446  and  $370,645,
respectively.

     In the three  months ended March 31, 2002,  the Company  sold,  through its
distributor, to wholesalers and other customers in the United States 5,871 vials
of ALFERON N Injection,  compared to 2,827 vials sold by the Company  during the
three  months  ended March 31, 2001.  In  addition,  foreign  sales of ALFERON N
Injection  were zero and 25 vials for the three  months ended March 31, 2002 and
2001, respectively.

     Cost of goods sold and excess/idle  production  costs totaled  $415,475 and
$414,457  for the three  months  ended  March 31,  2002 and 2001,  respectively.
Excess/idle  production  costs in the three months ended March 31, 2002 and 2001
represented  fixed  production  costs,  which were incurred after  production of
ALFERON N Injection was discontinued in April 1998. Excess/idle production costs
were slightly  lower during the three months ended March 31, 2002 as compared to
the three months ended March 31, 2001.

     Research and  development  expenses during the three months ended March 31,
2002 of $468,108  decreased  by $119,125  from  $587,233  for the same period in
2001, due to decreases in both external  research payments and internal research
costs.

     General and  administrative  expenses  for the three months ended March 31,
2002 were  $579,563 as compared  to  $673,107  for the same period in 2001.  The
decrease of $93,544 was  principally  due to decreases in consulting  and public
relations expenses.

     Interest  expense,  net,  for the three  months  ended  March 31,  2002 was
$14,614 and primarily  represented  interest  accrued on the Red Cross Liability
and GP Strategies Debt partially  offset by interest  income.  Interest  income,
net,  for the three  months  ended  March 31,  2001 was  $32,080  and  primarily
represented  interest income on cash and cash  equivalents  partially  offset by
interest expense accrued on the Red Cross Liability and GP Strategies Debt.

     As a result of the foregoing,  the Company  incurred net losses of $693,314
and $1,272,072 for the three months ended March 31, 2002 and 2001, respectively.

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, the risk that the
Company will run out of cash;  uncertainty of obtaining  additional  funding for
the Company; uncertainty of obtaining United States regulatory approvals for the
additional  uses under  development for the Company's  FDA-approved  product and
foreign  regulatory  approvals,  if sought,  and if such approvals are obtained,
uncertainty   of  the  successful   commercial   development  of  such  product;
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  product;  dependence on certain
contractors  to  manufacture  or  distribute  the Company's  product;  potential
adverse side effects from the use of the  Company's  product;  potential  patent
infringement  claims against the Company;  possible  inability of the Company to
protect its technology;  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  the  control  of the
Company.


<PAGE>


                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

                           PART II. OTHER INFORMATION



Item 6.    Exhibits and Reports on Form 8-K

                (b) Reports on Form 8-K

               There were no reports on Form 8-K filed  during the three  months
               ended March 31, 2002.



<PAGE>


                            INTERFERON SCIENCES, INC.

                                 March 31, 2002




                                   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 5, 2003                        By:  /s/ Lawrence M. Gordon
                                                      Lawrence M. Gordon
                             Chief Executive Officer




DATE:  August 5, 2003                        By:  /s/ Donald W. Anderson
                                                      Donald W. Anderson
                                                      Controller


<PAGE>


CERTIFICATIONS

I, Lawrence M. Gordon, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Interferon  Sciences,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: August 5, 2003

/s/ Lawrence M. Gordon
----------------------
    Lawrence M. Gordon
    Chief Executive Officer



<PAGE>



CERTIFICATIONS

I, Donald W. Anderson, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Interferon  Sciences,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: August 5, 2003

/s/ Donald W. Anderson
----------------------
    Donald W. Anderson
    Controller