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

                                  FORM 10-Q/SB

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

      For the quarter ended September 30, 2005

                                          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.)


1812 Front Street, Scotch Plains, New Jersey                           07076
(Address of principal executive offices)                           (Zip code)


(908) 663-2150
(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
November 1, 2005.

                   Common Stock               37,339,286 shares



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                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS




                                                                              Page

<S>                                                                           <C>
Part I.  Financial Information (unaudited):

   Consolidated Condensed Balance Sheets--
     September 30, 2005 and December 31, 2004 . . . . . . . . . . . . . . . .   1

   Consolidated Condensed Statements of Operations--
     Three Months and Nine Months Ended September 30, 2005 and 2004 . . . .   2-3

   Consolidated Condensed Statement of Stockholders' Equity--- Nine Months Ended
     September 30, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

   Consolidated Condensed Statements of Cash Flows--
     Nine Months Ended September 30, 2005 and 2004 . . . . . . . . . . . . .    5

   Notes to Consolidated Condensed Financial Statements. . . . . . . . . .   6-11

   Management's Discussion and Analysis of Financial
     Condition and Results of Operations . . . . . . . . . . . . . . . .    12-13

Part II.  Other Information . . . . . . . . . . . . . . . . . . . . . . . .    14

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     15

Certifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16-19
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                    INTERFERON SCIENCES, INC. AND SUBSIDIARY
                          PART I. FINANCIAL INFORMATION

                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                                  September 30,        December 31,
                                                        2005               2004
                                                     (Unaudited)
ASSETS                                              ------------------------------
Current assets
<S>                                                 <C>             <C>
  Cash and cash equivalents                         $  1,122,518    $   1,888,386
  Other receivables                                       61,750              -
  Prepaid expenses and other current assets               18,175           12,531
                                                   -------------    -------------
Total current assets                                   1,202,443        1,900,917


Other assets                                               1,884           16,134
                                                   -------------    -------------
Total assets                                       $   1,204,327    $   1,917,051
                                                   =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses                    610,593          580,337
Convertible notes payable -past due                      225,000          225,000
Income tax payable                                            -            47,000
                                                   -------------    -------------
Total current liabilities                                835,593          852,337
                                                   -------------    -------------
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-37,339,286 shares                       373,393          373,393
Capital in excess of par value                       137,231,987      136,970,283
Accumulated deficit                                 (137,236,646)    (136,278,962)
                                                   -------------     ------------
Total stockholders' equity                               368,734        1,064,714
                                                   -------------     ------------
Total liabilities and stockholders' equity         $   1,204,327    $   1,917,051
                                                   =============    =============

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

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

                                                      Three Months Ended
                                                         September 30,
                                                  -----------------------------
                                                       2005           2004
                                                  -------------   -------------
Revenue
<S>                                                <C>            <C>
  Royalty income                                   $     14,000   $     16,000
                                                  -------------   -------------
Total revenue                                            14,000         16,000
                                                  -------------   -------------
Costs and expenses
  General and administrative                            219,591         203,185
                                                  -------------   -------------
Total costs and expenses                                219,591         203,185
                                                  -------------   -------------
Loss from operations before
  other income (expense)                               (205,591)       (187,185)

Interest income (expense), net                               48           8,914
                                                  -------------   -------------
Net loss                                           $   (205,543)    $  (178,271)
                                                  =============   =============

Basic and diluted net loss per share              $        (.01)    $       -
                                                  =============   =============

Weighted average number of shares
  outstanding                                        37,339,286      37,339,286
                                                  =============   ==============


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

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

                                                       Nine Months Ended
                                                         September 30,
                                                  -----------------------------
                                                       2005           2004
                                                  -------------   -------------
Revenue
<S>                                                <C>            <C>
  Royalty income                                   $     44,298   $     47,808
                                                  -------------   -------------
Total revenue                                            44,298         47,808
                                                  -------------   -------------
Costs and expenses
  General and administrative                          1,002,722         673,048
                                                  -------------   -------------
Total costs and expenses                              1,002,722         673,048
                                                  -------------   -------------
Loss from operations before
  other income (expense)                               (958,424)       (625,240)

Interest income (expense), net                              740          18,283
Gain on sale of assets                                      -         2,875,282
Gain on sale of securities                                  -           270,048
                                                  -------------   -------------
Income (loss) before taxes                             (957,684)      2,538,373
Provision for income taxes                                  -            52,470
                                                  -------------   -------------
Net(loss) Income                                  $    (957,684)   $  2,485,903
                                                  =============   =============

Basic net (loss) income per share                 $        (.03)    $       .07
                                                  =============   =============

Diluted net (loss) income per share (potential
 common shares limited to authorized shares
 available)
                                                  $       (.03)    $        .05
                                                  =============   =============

As adjusted, diluted net (loss) income per share
 (potential common shares not limited to
 authorized shares available)                      $       (.03)    $       .03
                                                  =============   =============
Weighted average number of shares
  outstanding - basic                                37,339,286      37,339,286
                                                  =============   ==============
Weighted average number of shares outstanding -
  diluted (potential common shares limited to
  authorized shares available)                       37,339,286      55,000,000
                                                  ==============  ==============
As adjusted, weighted average number of shares outstanding - diluted (potential
  common shares not limited to authorized shares available)
                                                     37,339,286      86,839,286
                                                  =============   =============


The accompanying notes are an integral part of these consolidated condensed
financial statements.
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                    INTERFERON SCIENCES, INC. AND SUBSIDIARY
                        CONSOLIDATED CONDENSED STATEMENT
                             OF STOCKHOLDERS' EQUITY
                      NINE MONTHS ENDED SEPTEMBER 30, 2005
                                   (Unaudited)



                                              Capital                            Total
                        Common Stock         in excess       Accumulated       Stockholders'
                      Shares      Amount    of par value      deficit            Equity
                      ------------------    ------------    -------------      -------------
 Balance at
<S>                  <C>          <C>         <C>             <C>                 <C>
  Dec. 31, 2004      37,339,286   $373,393    $136,970,283    $(136,278,962)      $   1,064,714

 Common Stock issued
 by principal stockholder
 in settlement of anti-
 dilution provision of
 warrants                                          261,704                              261,704

 Net loss                                                          (957,684)           (957,684)
                ------------------------------------------------------------------------------
 Balance at
  Sept. 30, 2005     37,339,286   $373,393    $137,231,987    $(137,236,646)      $     368,734
                  ==============================================================================

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

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

                                                             Nine Months Ended
                                                                 September 30,
                                                         --------------------------
                                                          2005            2004
                                                          ----            ----

Cash flows from operating activities:
<S>                                                      <C>            <C>
  Net (loss) income                                      $  (957,684)   $  2,485,903
  Adjustments to reconcile net (loss) income
    to net cash used for operating activities:
    Write off of ACT warrant                                  14,250
    Antidilution settlement charge                           310,305
    Gain on sale of assets                                                (2,875,282)
    Gain on sale of securities                                              (270,048)
    Depreciation and amortization                                             87,156
    Amortization of interest income                                           (3,937)
    Change in operating assets and liabilities:
     Other receivables                                       (61,750)        (29,125)
     Prepaid expenses and other current assets                (5,644)        (32,895)
     Accounts payable and accrued expenses                   (65,345)         58,142
                                                         ------------    ------------
    Net cash used in operating activities                   (765,868)       (580,086)
                                                         ------------    ------------
Cash flows from investing activities:
    Proceeds from sale of investment                                        1,935,683
                                                         ------------    ------------
Net cash provided by investing activities                         -         1,935,683
                                                         ------------    ------------
Cash flows from financing activities:
     Repayment of convertible notes payable                                   (60,000)
                                                         ------------    -------------

Net cash used for financing activities                            -           (60,000)


                                                         ------------    -------------
Net (decrease) increase in cash and cash equivalents        (765,868)       1,295,597

Cash and cash equivalents at beginning of period           1,888,386          848,573
                                                         ------------   --------------
Cash and cash equivalents at end of period               $ 1,122,518    $   2,144,170
                                                         ============   ==============

Supplemental disclosure:
Income taxes paid                                        $    94,750            -

Net assets and liabilities sold to
     Hemispherx Biopharma, Inc.                                          $   1,209,646

Fair Value of Hemispherx Biopharma, Inc.
     common stock received                                              $   1,665,636

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

</TABLE>

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                    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.  The  information
included in this Form 10Q/SB  should be read in  conjunction  with  Management's
Discussion and Analysis and the financial  statements and notes thereto included
in the Company's Form 10-K/SB for the year ended December 31, 2004.

Note 2. Plan of Operations

     On March 11, 2003, the Company sold all its inventory  related to ALFERON N
Injection  and  granted a license to sell the product to  Hemispherx  Biopharma,
Inc.  ("HEB").  In exchange for the inventory and license,  the Company received
424,528  shares of HEB common  stock with a  guaranteed  value of  $675,000,  an
additional  62,500  shares of HEB common stock without a guaranteed  value,  and
future  royalties  equal to 6% of the net sales of ALFERON N  Injection.  During
2003,  the Company sold all 487,028  shares of HEB common stock and realized net
proceeds of $ 1,207,000.  In addition, HEB assumed approximately $408,000 of the
Company's payables and various other commitments. On March 11, 2003, the Company
and HEB entered into another agreement, which was consummated on March 17, 2004,
pursuant to which the Company sold to HEB, 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 received 424,528
shares of HEB common stock with a guaranteed  value of $675,000,  an  additional
62,500  shares of HEB  common  stock  without  a  guaranteed  value  and  future
royalties equal to 6% of the net sales of all products sold  containing  natural
alpha interferon. During 2004, the Company sold all 487,028 shares of HEB common
stock and realized net proceeds of $1,936,000.  In addition,  approximately $2.5
million of the Company's  indebtedness which encumbered its assets was repaid by
HEB. Prior to the completion of this  transaction,  HEB funded certain operating
costs of the Company's facility such as insurance, heat, light, air conditioning
and equipment maintenance (See Note 7).

       Currently, ISI's sole activity is completing the acquisition of Amphioxus
Cell Technologies ("ACT"). ACT and ISI have entered into a non-binding Letter of
Intent, which is described in Note 8.

     At September 30, 2005,  the Company had  approximately  $ 1,123,000 of cash
and cash equivalents,  with which to support future operating  activities and to
satisfy its financial obligations as they become payable.

     The  Company  has  experienced   significant  operating  losses  since  its
inception.  As of September 30, 2005, the Company had an accumulated  deficit of
approximately  $137.2 million. For the nine months ended September 30, 2005, the
Company incurred a net loss of approximately  $1.0 million.  For the years ended
December 31, 2004 and 2003,  the Company had net income of  approximately  $ 1.7
million and $2.3 million,  respectively,  from the sale of its assets.  Based on
the Company's current cash position,  estimates of revenues,  expenses,  and the
timing of  repayment  of  creditors,  management  believes  that the Company has
sufficient  resources to enable it to continue  activities through September 30,
2006. However,  actual results 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
from other sources,  will be available when needed or on terms acceptable to the
Company. Insufficient funds will require the Company to curtail or terminate its
activities.




Note 3.  Earnings (Loss) Per Share

     Basic  earnings  (loss) per share  have been  computed  using the  weighted
average  number of shares of common  stock of the Company  outstanding  for each
period  presented.  For the nine months ended  September 30, 2004,  the dilutive
effect of stock  options and other common stock  equivalents  is included in the
calculation of diluted  earnings per share using the treasury stock method.  For
the three months and nine months ended  September  30, 2005 and the three months
ended  September  30,  2004,  common stock  equivalents  are not included in the
calculation of loss per share as the effect would be antidilutive.


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. 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 bore
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. In
connection with the Asset Sale Transactions (as hereafter defined,  see Note 7),
the Company,  HEB and GP Strategies  entered into an agreement pursuant to which
GP Strategies  agreed to forbear from  exercising  its rights until May 31, 2003
and GP Strategies  agreed to accept HEB common stock with a guaranteed  value of
$425,000 in full  settlement of all the Company's  obligations to GP Strategies.
On June 2,  2003,  HEB  delivered  the HEB  common  stock  to GP  Strategies  in
accordance with HEB's obligation  under the terms of the forbearance  agreement.
However the forbearance  agreement  provided that in addition to the issuance by
HEB of the HEB common stock to GP Strategies,  HEB was obligated to register the
HEB  common  stock for  resale  and any  shares  of HEB  shares  received  by GP
Strategies  which remain  unsold after  November 30, 2004 may be put to HEB at a
price of $ 1.59 per share.

     The GP Strategies  obligations were legally  extinguished by HEB on June 2,
2003.  The Asset  Sale  Transaction  with HEB closed on March 17,  2004.  If the
transaction  had not  closed,  HEB would  have had a claim  against  ISI for the
satisfaction of the GP Strategies  obligations.  For accounting purposes,  these
transactions  were treated as integral parts of the Asset Sale  Transactions and
accordingly,  the obligations remained on the balance sheet until the closing of
the transaction on March 17, 2004, at which time the amount of such  obligations
were recognized as extinguished for accounting purposes.

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").  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.  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.  In connection with the Asset Sale Transactions (see Note 7),
the Company,  HEB and the Red Cross entered into an agreement  pursuant to which
the Red Cross  agreed to forbear from  exercising  its rights until May 31, 2003
and the Red Cross agreed to accept HEB common  stock with a guaranteed  value of
$500,000  in full  settlement  of all of the  Company's  obligations  to the Red
Cross.  On June 2, 2003,  HEB delivered the HEB common stock to the Red Cross in
accordance with HEB's obligation  under the terms of the forbearance  agreement.
However the forbearance  agreement  provided that in addition to the issuance by
HEB of the HEB common stock to the Red Cross,  HEB was obligated to register the
HEB common  stock for resale  and any shares of HEB shares  received  by the Red
Cross  which  remain  unsold  after May 31, 2004 may be put to HEB at a price of
$1.59 per share.

     The Red Cross  Liability was legally  extinguished  by HEB on June 2, 2003.
The Asset Sale Transaction with HEB closed on March 17, 2004. If the transaction
had not closed,  HEB would have had a claim against ISI for the  satisfaction of
the Red Cross  Liability.  For  accounting  purposes,  these  transactions  were
treated as integral parts of the Asset Sale  Transactions and  accordingly,  the
obligations  remained on the balance sheet until the closing of the  transaction
on March 17, 2004, at which time the amount of such  obligations were recognized
as extinguished for accounting purposes.


Note 6.           Recently Issued Accounting Standards


     In December 2004, the Financial  Accounting  Standards  Board (FASB) issued
Statement  of Financial  Accounting  Standards  (SFAS) No. 123  (revised  2004),
"Share-Based  Payment" (SFAS 123R), which replaces SFAS No. 123, "Accounting for
Stock-Based  Compensation,"  (SFAS  123) and  supercedes  APB  Opinion  No.  25,
"Accounting  for Stock Issued to Employees."  SFAS 123R requires all share-based
payments  to  employees,  including  grants of  employee  stock  options,  to be
recognized  in the  financial  statements  based on their fair values  beginning
January  1, 2006,  with early  adoption  encouraged.  The pro forma  disclosures
previously  permitted  under  SFAS  123 no  longer  will  be an  alternative  to
financial statement recognition. Under SFAS 123R, the Company must determine the
appropriate fair value model to be used for valuing  share-based  payments,  the
amortization  method for compensation  cost and the transition method to be used
at date of adoption.  The transition methods include prospective and retroactive
adoption options.  The Company has begun, but has not completed,  evaluating the
impact of the adoption of SFAS 123R on its results of operations.  In connection
with  evaluating  the  impact of SFAS  123R,  the  Company  is  considering  the
potential  implementation  of different  valuation methods to determine the fair
value of  share-based  compensation.  The Company  believes the adoption of SFAS
123R will have a material impact on its results of operations, regardless of the
valuation method used.  Currently,  the Company does not have any employee stock
options outstanding.


Note 7.    Agreement with Hemispherx Biopharma, Inc. ("HEB")

     On March 11, 2003,  the Company  executed two  agreements  with HEB to sell
certain assets of the Company (the two asset sale  transactions  are hereinafter
jointly referred to as the "Asset Sale  Transactions" and individually  referred
to as the "First Asset Sale" and the "Second  Asset Sale") and  consummated  the
First Asset Sale.

     In the first  agreement  with HEB (the "First Asset Sale  Agreement"),  the
Company  sold all of its  inventory  related  to  ALFERON  N  Injection(R)  (the
"Product")  and granted a three-year  license for the  production,  manufacture,
use, marketing and sale of the Product in the United States.

         For these assets, the Company:

     (i)  received  424,528  shares of HEB common stock (the "HEB Common Stock")
          which had a  Guaranteed  Value (as  defined  in the First  Asset  Sale
          Agreement) of $675,000;

     (ii) received an  additional  62,500  shares of HEB Common Stock  without a
          Guaranteed Value; and

     (iii) will receive a royalty equal to 6% of the net sales of the Product.

     In  addition,  HEB assumed  $408,000  of ISI  payables  and  certain  other
obligations  related to the Product.  The  consummation  of the First Asset Sale
Agreement  resulted  in  a  gain  of  $1,149,112,   which  is  included  in  the
consolidated statement of operations for the year ended December 31, 2003.

     ISI  received a service fee until  October 31, 2003 for  providing  certain
transitional services. Such service fee was $560,101 for the year ended December
31, 2003.  As of December 31, 2003,  the Company sold all 487,028  shares of HEB
Common Stock and realized  net  proceeds of  $1,207,000,  resulting in a gain of
$447,337,  which is included in the consolidated statement of operations for the
year ended December 31, 2003.

     In  the  second   agreement  with  the  Company  (the  "Second  Asset  Sale
Agreement"),  which was  consummated  on March 17, 2004, the Company sold to HEB
all of its rights to the Product and other assets  related to the natural  alpha
interferon  business including,  but not limited to, real estate,  machinery and
equipment. For these assets, the Company:

     (i)  received  424,528  shares of HEB Common  Stock which has a  Guaranteed
          Value (as defined in the Second Asset Sale Agreement) of $675,000;

     (ii) received an  additional  62,500  shares of HEB Common Stock  without a
          Guaranteed Value; and

     (iii)will  receive a royalty  equal to 6% of the net sales of any  products
          containing  natural  alpha  interferon  sold  by HEB  (or a  Marketing
          Partner, as defined in the Second Asset Sale Agreement).


     In addition,  HEB satisfied the Company's  obligations  to (i) the American
Red Cross in the amount of $1,435,000, (ii) GP Strategies Corp. in the amount of
$423,000, and (iii) MD Sass in the amount of $644,000 (for unpaid local property
taxes and water and sewer  charges).  The  consummation of the Second Asset Sale
Agreement  resulted  in  a  gain  of  $2,875,282,   which  is  included  in  the
consolidated  condensed  statement of operations for the quarter ended March 31,
2004.  Through  March 31, 2004,  no shares  received  from the Second Asset Sale
Agreement were sold. As of December 31, 2004, the Company sold all of the shares
of HEB common stock and realized net proceeds of $1,935,683, resulting in a gain
on the sale of the HEB common stock of $270,048.

Note 8. Note  Receivable - Agreement  with  Amphioxus  Cell  Technologies,  Inc.
        ("Amphioxus")

     On  March  20,  2003,  the  Company  entered  into a  collaterialized  note
agreement,  as amended (the  "Note")  with  Amphioxus to advance up to $500,000.
Pursuant to the Note, through September 30, 2005, the Company advanced $475,000.
The Note is due on  December  31,  2005,  bears  interest at the rate of 10% per
annum and is collaterialized by all of the assets of Amphioxus. In addition, the
Company  received a warrant,  exercisable  until  March 2008,  to  purchase  for
$100,000,  an  aggregate  of 20% of the  common  stock of  Amphioxus  on a fully
diluted  basis.  The  warrant is valued at  $15,000,  and such value is prorated
based on the amount of monies advanced and was amortized as interest income over
the original term of the Note.

     On October 17,  2003,  ISI and ACT  entered  into a  non-binding  letter of
intent pursuant to which ISI (or a wholly owned  subsidiary of ISI) will acquire
ACT.

     The Letter of Intent is subject to the  execution of  definitive  documents
and final due diligence.  There can be no assurance that a definitive  agreement
will be consummated.

     At  December  31,  2004,  the  Company  set  up  a  provision  against  the
collectibility  of the note  and  related  interest  due  from  ACT,  due to the
uncertainty of the  collectibility  of such note and interest and to reflect its
estimated fair value. In addition,  at March 31, 2005, the Company wrote off the
carrying value of the ACT warrant.


Note 9.  Notes Payable

     In August 2002,  the Company  completed a private  placement of $500,000 of
convertible  notes to accredited  investors.  Each note is convertible  into the
Company's  common stock at a price of $.05 per share  (subject to  adjustment to
70%  of  the  market  price  of  the   Company's   common  stock  under  certain
circumstances)  and bears  interest  at the rate of 10% per  annum.  A  $250,000
convertible  note  was due  January  31,  2003  and the  other  $250,000  of the
convertible notes were due December 31, 2003. For each $100,000 principal amount
of notes issued,  the investors received warrants to purchase an additional 10.2
million shares of the Company's common stock  exercisable at $.01 per share. The
warrants were valued at $400,000 and are amortized as interest  expense over the
terms of the respective  notes. The conversion of the convertible  notes and the
exercise of the  warrants  are subject to  approval by the  shareholders  of the
Company of the availability of a sufficient  number of authorized common shares.
The terms of the notes, as amended,  include the Company  obtaining  stockholder
approval by December  31, 2005 to  increase  its  authorized  shares so that the
number of authorized  but unissued  common shares is at least 200% of the number
of common  shares  issuable  on  conversion  of the notes  and  exercise  of the
warrants.  Failure  to  obtain  stockholder  approval  for the  increase  in the
authorized number of shares and to file with the Delaware  Secretary of State an
amendment to the Company's  Certificate of Incorporation,  on or before December
31, 2005 to increase its  authorized  shares,  would require the Company to make
cash payments to each warrant  holder,  for each 30-day period such approval has
not been obtained, equal to the difference between the exercise price and volume
weighted  average  market  price (for that 30-day  period) for all  warrants not
exercisable  because of the  failure to obtain the  approval.  Further  the note
holders have  registration  rights whereby,  for the period commencing April 30,
2004 but no later than December 31, 2005, upon written request from at least 50%
of the holders of the shares  issuable  upon the exercise of the  warrants,  the
Company  is to file a  registration  statement  within  30 days  and  have  such
registration  statement declared  effective 90 days thereafter,  to register the
common shares  underlying  the  convertible  notes and  warrants.  The Company's
failure to file a registration  statement or have one declared  effective by the
required dates would result in the Company paying liquidated  damages to each of
the above  note-holders  in an amount equal to 2% of the  outstanding  principal
amount  of the  convertible  notes  per  month  for each 30 day  period  or part
thereof,  a registration  statement was not filed. In addition,  these notes are
convertible  into common stock at a beneficial  rate. The beneficial  conversion
feature  was valued at  $100,000  and  accounted  for as debt  discount  and was
amortized over the term of the notes.  The $250,000 note due on January 31, 2003
was  repaid in full  (including  accrued  interest)  in  November  2003.  Of the
$250,000 notes which were due December 31, 2003, $ 25,000 was repaid  (including
accrued interest) in May, 2004 and the remaining $ 225,000 are still unpaid.

Note 10.  Antidilution Obligation

During the quarter  ended June 30,  2005,  the Company took a charge of $310,305
for a potential antidilution obligation related to certain warrants. A principal
stockholder  of the  Company  agreed to  contribute  shares  of common  stock in
settlement of the potential antidilution  obligation,  on the basis of one share
for each two  warrants,  pursuant to which  4,361,738  shares were issued by the
principal stockholder.  The Company determined the amount of the charge based on
the  closing  price of the common  stock on the date the  stockholder  agreed to
issue the shares. This amount is included in general and administrative expenses
for the nine months ended, September 30, 2005.




<PAGE>


                    INTERFERON SCIENCES, INC. AND SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


     ISI  was  incorporated  in  1980  and  until  March  11,  2003,  ISI  was a
biopharmaceutical  company  which  studied,  manufactured,  and sold  ALFERON  N
Injection(R), a highly purified, multi-species,  natural-source alpha interferon
product  (the  "Product").  ALFERON N  Injection  is approved by the FDA for the
treatment  of  certain  types of  genital  warts  and has been  studied  for its
potential  use  in  the  treatment  of  human  immunodeficiency  virus  ("HIV"),
hepatitis C virus ("HCV"),  and certain other  indications.  ISI has experienced
significant operating losses since its inception.

     On March 11, 2003,  ISI executed  two  agreements  with HEB to sell certain
assets of ISI. In the First Asset Sale Agreement,  ISI sold all of its inventory
related  to ALFERON N  Injection(R),  ISI's  natural  alpha  interferon  product
approved for the treatment of certain  types of genital  warts (the  "Product"),
and granted a limited license for the production,  manufacture,  use,  marketing
and  sale  of the  Product  in the  United  States.  In the  Second  Asset  Sale
Agreement,  which was  consummated on March 17, 2004, ISI sold to HEB all of its
rights to the Product and other assets related to the Product including, but not
limited to, real estate, machinery and equipment.

     On October 17, 2003,  ISI and Amphioxus  Cell  Technologies,  Inc.  ("ACT")
entered into a non-binding  letter of intent  pursuant to which ISI (or a wholly
owned  subsidiary of ISI) will acquire ACT. ACT is a biotechnology  company that
applies  liver  biology  solutions  to  problems  in drug  discovery  and  human
therapeutics.  The letter of intent is subject to the  execution  of  definitive
documents and final due diligence. (See Note 8).

Liquidity and Capital Resources

     At September 30, 2005,  the Company had  approximately  $ 1,123,000 in cash
and cash equivalents.  Until utilized,  such cash and cash equivalents are being
invested principally in short-term interest-bearing investments.

     Based on the Company's estimates of revenues,  expenses,  and the timing of
repayment of creditors,  management  believes that the cash presently  available
will be  sufficient  to enable the Company to continue  its  activities  through
September 30, 2006.  However,  actual  results 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  will be
available when needed or on terms acceptable to the Company.  Insufficient funds
will require the Company to curtail or terminate its activities.

     The  Company's  Common Stock is traded in the  over-the-counter  market and
quoted on the OTC Bulletin  Board,  which may have a material  adverse effect on
the  liquidity  of its  Common  Stock and on its  ability  to obtain  additional
financing.

Results of Operations

Nine Months Ended September 30, 2005 Versus Nine Months Ended September 30, 2004

     For the nine months ended September 30, 2005 and 2004, the Company recorded
royalty income from HEB of $44,298 and $47,808, respectively.

     General and administrative expenses for the nine months ended September 30,
2005 were $1,002,722 as compared to $673,048 for the same period in 2004. Of the
$329,674  increase,   $310,305  resulted  from  a  charge  taken  for  potential
antidilution obligations relating to certain warrants and the remaining increase
of  $19,369  was due to  increases  in  certain  operating  expenses  offset  by
decreases in depreciation expense and property taxes.

     Interest  income  (expense),  net, for the nine months ended  September 30,
2005 was  income  of $740 as  compared  to  $18,283  for the nine  months  ended
September 30, 2004.

     For the nine months ended  September 30, 2004, the Company  recorded a gain
on the sale of assets to HEB of $2,875,282.

     For the nine months ended  September 30, 2004, the Company  recorded a gain
on the sale of HEB common stock of $270,048.

     For the nine months ended September 30, 2004, the Company recorded $ 52,470
of income tax  expense  based upon the  alternative  minimum tax for federal tax
purposes.

     As a result of the foregoing,  the Company  incurred a net loss of $957,684
and earned net income of $2,485,903 for the nine months ended September 30, 2005
and 2004, respectively.

Three Months Ended  September  30, 2005 Versus Three Months Ended  September 30,
2004

     For the  three  months  ended  September  30,  2005 and 2004,  the  Company
recorded royalty income from HEB of $14,000 and $16,000, respectively.

     General and  administrative  expenses for the three months ended  September
30, 2005 were $219,591 as compared to $203,185 for the same period in 2004.  The
increase of $16,406 was due to increases in certain operating expenses.

     Interest  income  (expense),  net, for the three months ended September 30,
2005 was  income  of $48 as  compared  to  $8,914  for the  three  months  ended
September 30, 2004.

     As a result of the foregoing,  the Company  incurred net losses of $205,543
and  $178,271  for  the  three  months  ended   September  30,  2005  and  2004,
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 and the uncertainty of obtaining additional funding
for the  Company,  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

        (a)  Exhibits

         31.1     Certification pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002 from the Company's
                  Chief Executive Officer

         31.2     Certification pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002 from the Company's
                  Chief Financial Officer

         32.1     Certification pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002 from the Company's
                  Chief Executive Officer

         32.2     Certification pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002 from the Company's
                  Chief Financial Officer


        (b) Reports on Form 8-K

                    There  were no  reports  of Form 8-K filed  during the three
                    months ended September 30, 2005.








                            INTERFERON SCIENCES, INC.

                               September 30, 2005




                                   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:  November 16, 2005                     By:  /s/ Lawrence M. Gordon
                                                      Lawrence M. Gordon
                                                      Chief Executive Officer




DATE:  November 16, 2005                     By:  /s/ Donald W. Anderson
                                                      Donald W. Anderson
                                                      Controller


<PAGE>


                                                                    Exhibit 31.1

CERTIFICATIONS

I, Lawrence M. Gordon, certify that:

1. I have reviewed this quarterly report on Form 10-Q/SB 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: November 16, 2005

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


<PAGE>


                                                                    Exhibit 31.2

CERTIFICATIONS

I, Donald W. Anderson, certify that:

1. I have reviewed this quarterly report on Form 10-Q/SB 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: November 16, 2005

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




                                                                    Exhibit 32.1



                            CERTIFICATION PURSUANT TO
                               SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Interferon Sciences, Inc. (the
"Company") on Form 10-Q for the fiscal quarter ended September 30, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Lawrence M. Gordon, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


Date: November 16, 2005


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







                                                                    EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                               SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Interferon Sciences, Inc. (the
"Company") on Form 10-Q for the fiscal quarter ended September 30, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Donald W. Anderson, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


Date: November 16, 2005


                                                /s/ Donald W. Anderson
                                               -----------------------
                                                    Donald W. Anderson
                                                    Chief Financial Officer