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 March 31, 2004

                                          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 4, 2004.

                   Common Stock               37,339,286 shares



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                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS






Part I.  Financial Information:

   Consolidated Condensed Balance Sheets--
     March 31, 2004 and December 31, 2003. . . . . . . . . . . . . . . . . . .1

   Consolidated Condensed Statements of Operations--
     Three Months Ended March 31, 2004 and 2003. . . . . . . . . . . . . . . .2

   Consolidated Condensed Statement of Capital Deficiency--- Three Months Ended
     March 31, 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

   Consolidated Condensed Statements of Cash Flows--
     Three Months Ended March 31, 2004 and 2003. . . . . . . . . . . . . . . .4

   Notes to Consolidated Condensed Financial Statements. . . . . . . . . . 5-12

   Management's Discussion and Analysis of Financial
     Condition and Results of Operations . . . . . . . . . . . . . . . . .13-15

Part II.  Other Information . . . . . . . . . . . . . . . . . . . . . . . . .16

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Certifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18-19

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<TABLE>
<CAPTION>



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

                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                                      March 31,        December 31,
                                                        2004               2003
                                                     (Unaudited)
ASSETS                                              ------------------------------
Current assets
<S>                                                 <C>               <C>
  Cash and cash equivalents                         $    715,021      $   848,573
  Investment - available for sale                      1,709,468
  Other receivables                                       43,275           49,700
  Notes receivable, net                                  375,000          371,063
  Prepaid expenses and other current assets               26,575           18,782
                                                   -------------    -------------
Total current assets                                   2,869,339        1,288,118
                                                   -------------    -------------

Property, plant and equipment, at cost                                 12,854,834
Less accumulated depreciation                                         (11,566,022)
                                                                    -------------
                                                                        1,288,812
                                                                    -------------
Patent costs, net of accumulated amortization                             106,057
Other assets                                              11,350           11,350
                                                   -------------    -------------
Total assets                                       $   2,880,689    $   2,694,337
                                                   =============    =============
LIABILITIES AND STOCKHOLDERS' EQUITY
  (DEFICIENCY)
Current liabilities
  Accounts payable and accrued expenses                  600,635          580,523
  Obligations subject to closing of sale of assets:
    Due to American Red Cross                                           1,434,636
    Past due real estate taxes                                            643,729
    Note payable and amount due GP Strategies                             422,745
Convertible notes payable                                285,000          285,000
Income tax payable                                        52,470
                                                   -------------    -------------
Total current liabilities                                938,105        3,366,633
                                                   -------------    -------------
Commitments and contingencies

Stockholders' Equity (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-37,339,286 shares                       373,393          373,393
Capital in excess of par value                       136,970,283      136,970,283
Accumulated deficit                                 (135,444,924)    (138,015,972)
Accumulated other comprehensive income                    43,832
                                                   -------------     ------------
Total stockholders' equity (deficiency)                1,942,584         (672,296)
                                                   -------------     ------------
Total liabilities and stockholders' equity
  (deficiency)                                     $   2,880,689    $   2,694,337
                                                   =============    =============

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

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<TABLE>
<CAPTION>

                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

               CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS(1)
                                   (Unaudited)

                                                      Three Months Ended
                                                           March 31,
                                                  -----------------------------
                                                       2004           2003
                                                  -------------   -------------
Revenue
<S>                                                <C>             <C>
  Sales-Alferon N Injection, net                   $              $    241,637
  Bulk sale of remaining Alferon inventory
   and license fee                                                   1,149,112
  Royalty income                                         14,740
                                                  -------------   -------------
Total revenue                                            14,740      1,390,749
                                                  -------------   -------------
Costs and expenses
Cost of goods sold and excess/idle
  production costs                                                      267,054
Research and development                                                176,091
General and administrative                              273,394         265,972
                                                  -------------   -------------
Total costs and expenses                                273,394         709,117
                                                  -------------   -------------
Income (loss) from operations before
  other income (expense)                               (258,654)        681,632

Interest income (expense), net                            6,890        (118,665)
Service fee income                                                      121,251
Gain on sale of assets                                2,875,282
                                                  -------------   -------------
Income before taxes                                   2,623,518         684,218
    Provision for income taxes                             52,470
                                                  -------------   -------------
Net Income                                            $   2,571,048 $   684,218
                                                  =============   =============

Basic net income per share                         $        .07     $       .03
                                                  =============   =============

Diluted net income per share                       $        .05     $       .01
                                                  =============   =============
As if adjusted for authorized shares, diluted
net income per share (potential common shares
not limited to authorized shares available)        $        .03     $       .01
                                                  =============   =============
Weighted average number of shares
outstanding - basic                                  37,339,286      24,456,527
                                                  =============   ==============
Weighted average number of shares outstanding -
diluted (potential common shares limited to
authorized shares available)                         55,000,000      55,000,000
                                                  ==============  ==============
As if adjusted for authorized shares, weighted average number of shares
outstanding - diluted (potential common shares not limited to authorized
shares available                                     90,398,286      77,256,527
                                                  =============   =============

(1)On March 11, 2003, the Company sold all its inventory related to its ALFERON
N Injection business. On March 17, 2004, the Company sold all its other assets
related to its ALFERON N Injection business. See Note 9 of Notes to Consolidated
Condensed Financial Statements.

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

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<TABLE>
<CAPTION>



                                                   INTERFERON SCIENCES, INC. AND SUBSIDIARY
                                                         CONSOLIDATED CONDENSED STATEMENT
                                                      OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                                       THREE MONTHS ENDED MARCH 31, 2004
                                                                  (Unaudited)

                                                                                      Accumulated                    Total
                                              Capital                              other                          Stockholders'
                        Common Stock         in excess       Accumulated       comprehensive     Comprehensive       Equity
                      Shares      Amount    of par value      deficit             income            income        (deficiency)
                      ------------------    ------------    -------------      -------------      ----------      -----------

<S>                 <C>          <C>          <C>             <C>                <C>              <C>               <C>
Balance at
  Dec. 31, 2003    37,339,286   $373,393    $136,970,283    $(138,015,972)      $                $               $  (672,296)

 Net income                                                     2,571,048                         2,571,048        2,571,048

 Other
  comprehensive
  income -
  available
  for sale
  securities                                                                      43,832             43,832           43,832
                                                                                                   ---------
 Comprehensive
  income                                                                                         $2,614,880
                                                                                                   =========
                  ------------------------------------------------------------------------------               --------------
 Balance at
  March 31, 2004   37,339,286   $373,393    $136,970,283    $(135,444,924)    $   43,832                         $ 1,942,584
                  ==============================================================================               ==============




 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,
                                                         --------------------------
                                                           2004         2003
                                                         ------------  ------------
Cash flows from operating activities:
<S>                                                      <C>           <C>
  Net income                                             $ 2,571,048   $   684,218
  Adjustments to reconcile net income
    to net cash used for operating activities:
    Gain on sale of assets                                (2,875,282)
    Receipt of shares of Hemispherx Biopharma,
     Inc. for Alferon inventory and assumption
     of certain liabilities                                             (1,149,112)
    Depreciation and amortization                             87,156       104,702
    Stock-based compensation expense                                        15,498
    Debt discount                                                           85,784
    Amortization of interest income                           (3,937)
    Change in operating assets and liabilities:
     Accounts and other receivables                            6,425        21,580
     Inventories                                                             6,564
     Prepaid expenses and other current assets                (7,793)        2,983
     Accounts payable and accrued expenses                    88,831       101,409
     Amount due to GP Strategies                                             4,500
                                                         ------------  ------------
    Net cash used for operating activities                  (133,552)     (121,874)
                                                         ------------  ------------
Cash flows from investing activities:
  Additions to notes receivable                                            (75,000)
                                                         ------------  ------------
  Net cash used for investing activities                                   (75,000)
                                                         ------------  ------------
Cash flows from financing activities:
  Net proceeds from sale of common stock and warrants                      151,000
                                                         ------------  ------------
Net cash provided by financing activities                                  151,000
                                                         ------------  ------------
Net decrease in cash and cash equivalents                   (133,552)      (45,874)

Cash and cash equivalents at beginning of period             848,573       378,663
                                                         ------------  ------------
Cash and cash equivalents at end of period               $   715,021   $   332,789
                                                         ============  ============

Supplemental disclosure of cash flow information

    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>

<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. 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. In
addition, HEB assumed approximately $408,000 of the Company's payables and
various other commitments. As of December 31, 2003, the Company sold all of the
shares of HEB common stock and received net proceeds of $1,207,337, resulting in
a gain of $ 444,337, which is included in the consolidated statement of
operations for the year ended December 31, 2003.

       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. The fair value of HEB
common stock received was approximately $ 1,666,000. In addition, approximately
$2.5 million of the Company's indebtedness which encumbered its assets was
repaid by HEB. The consummation of this 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(See Note 9).

     At March 31, 2004, the Company had approximately $715,000 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 in 1980. As of March 31, 2004, the Company had an accumulated deficit
of approximately $135 million. For the three months ended March 31, 2004, the
Company had net income of $2.6 million and for the years ended December 31, 2003
and 2002, the Company had net income of $2.3 million and incurred a net loss of
approximately $2.7 million, respectively. Based on the Company's sale to HEB,
estimates of revenue, expenses, and the timing of repayment of creditors,
management believes that the cash presently available and the net proceeds from
the sale of the 487,028 shares of HEB common stock owned by the Company will be
sufficient to enable the Company to continue operations through March 31, 2005.
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 Per Share

     Basic earnings 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 three months ended March 31, 2004 and 2003, 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.

Note 4.  Investments

     In accordance with the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" (SFAS 115), securities are classified either as trading, held to
maturity or available for sale. The Company intends to dispose of its
investments within one year and accordingly has classified its investments in
marketable securities as available for sale. Such investments are carried at
market value with unrealized gains and losses included as a separate component
in stockholders' equity. At March 31, 2004, such investments consisted of
487,028 shares of common stock of Hemispherx Biopharma, Inc., a publicly traded
company (see Note 9).

     The values of marketable securities owned by the Company can change
substantially because of volatility in the price of each security, changes in
the business prospects of the issuer of the securities, specific events
influencing the operations of the issuer of the securities, and various other
circumstances outside the security issuer's control. Accordingly, the value of
the securities could decline so that a loss would be required to be recognized
for the total carrying amount of such securities.

Note 5. 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. In
connection with the Asset Sale Transactions (as hereafter defined, see Note 9),
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 6.  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 9),
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 7.  Agreement with Metacine, Inc.

         On July 28, 2000, the Company acquired an option for $100,000 to
purchase certain securities of Metacine, Inc. ("Metacine"), a company engaged in
research using dendritic cell technology.

         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, an obligation to pay Metacine $
1,850,000 and $250,000 of services to be rendered by the Company by June 30,
2002. In addition, the Company issued Metacine 2,000,000 shares of the Company's
common stock.

       On August 29, 2003, the Company and Metacine entered into an agreement
pursuant to which the Company relinquished all rights to the shares and warrants
of Metacine held by the Company and issued Metacine 1,000,000 shares of the
Company's common stock and Metacine relieved the Company of its $1,700,000
obligation to Metacine. In addition, Metacine retained the 2,000,000 shares of
the Company's common stock issued on April 9, 2001. The issuance of the
1,000,000 shares (valued at $.05 per share which was the closing price of the
Company's common stock on August 29, 2003) and the Company's agreement to allow
Metacine to retain the 2,000,000 shares previously issued (valued at $.05 per
share which was the closing price of the Company's common stock on August 29,
2003) was recorded as a credit to the Company's equity of $150,000 which
resulted in a gain of $1,550,000 and is shown on the consolidated statements of
operations for the year ended December 31, 2003 as a gain on Metacine
settlement.

Note 8.           Recently Issued Accounting Standards

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
No. 133 on Derivative Instruments and Hedging Activities." Among other things,
this Statement requires that contracts with comparable characteristics be
accounted for similarly and clarifies under what circumstances a contract with
an initial net investment meets the characteristics of a derivative. SFAS No.
149 is effective July 1, 2003. The Company does not expect this pronouncement to
have a material impact on its results of operations or financial condition.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS
No. 150 establishes  standards for classifying and measuring  certain  financial
instruments with  characteristics  of both liabilities and equity.  SFAS No. 150
has a variety of effective dates. The Company does not expect this pronouncement
to have a material impact on its results of operations or financial condition.

         Effective January 1, 2003, the Company adopted the recognition and
measurement provisions of FASB Interpretation No. 45 ("Interpretation 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." This interpretation elaborates
on the disclosures to be made by a guarantor in interim and annual financial
statements about the obligations under certain guarantees. Interpretation 45
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of this interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002. The Company does not
currently provide significant guarantees on a routine basis. As a result, this
interpretation has not had a material impact on the Company's financial
statements.

        In December 2003, the FASB issued FASB Interpretation No. 46 (revised
December 2003) ("Interpretation 46"), "Consolidation of Variable Interest
Entities." Application of this interpretation is required in the Company's
financial statements for interests in variable interest entities that are
considered to be special-purpose entities for the year ended December 31, 2003.
The Company determined that it does not have any arrangements or relationships
with special-purpose entities. Application of Interpretation 46 for all other
types of variable interest entities became effective on March 31, 2004.

         Interpretation 46 addresses the consolidation of business enterprises
to which the usual condition (ownership of a majority voting interest) of
consolidation does not apply. This interpretation focuses on controlling
financial interests that may be achieved through arrangements that do not
involve voting interests. It concludes that in the absence of clear control
through voting interests, a company's exposure (variable interest) to the
economic risks and potential rewards from the variable interest entity's assets
and activities are the best evidence of control. If an enterprise holds a
majority of the variable interests of an entity, it would be considered the
primary beneficiary. The primary beneficiary is required to include assets,
liabilities and the results of operations of the variable interest entity in its
financial statements. The adoption of FIN 46 did not have an impact on the
financial position or operations of the Company.

Note 9.    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 $ 121,251 for the three month period
ended March 31, 2003 and $ 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).

         The Second Asset Sale Agreement obligates HEB to register the 487,028
shares of HEB Common Stock, sets periodic limits on the number of these shares
that may be sold and requires HEB to pay the Company an amount equal to the
product received by multiplying (i) the number of guaranteed shares remaining
unsold on March 17, 2006, and (ii) $ 1.59. The remaining guaranteed shares will
then be returned to HEB.

         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 $660,000 (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.

Note 10.  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, the Company advanced $375,000 as of December 31, 2003. The
Note was originally due on March 19, 2004 (extended until June 30, 2004) 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 was valued at $15,000,
and such value was 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 Amphioxus Cell Technologies, Inc. entered
into a non-binding letter of intent pursuant to which ISI (or a wholly owned
subsidiary of ISI) will acquire ACT. The shareholders of ACT will receive
preferred stock (the "ACT Preferred Stock") of ISI, convertible into a number of
common shares of ISI equal to 75% of the fully diluted capitalization of ISI.
The ACT Preferred Stock will be convertible at the option of the holder at any
time, and subject to mandatory conversion if, prior to the date which is two
years after the merger, the sum of the proceeds received from (i) the sale of
the assets of ISI at the date of merger, and (ii) common equity capital raised
at a pre-money valuation in excess of $10 million, exceed $2.5 million.

         Certain debt (the "ACT Debt") aggregating approximately $2.9 million
that is currently owed to shareholders of ACT will continue as secured
non-interest bearing debt of ISI, upon completion of the merger. The ACT Debt
will be non-interest bearing and repayable by ISI on the fourth anniversary of
the date of the merger, subject to accelerated payment of 25% of the net after
tax profits of ACT over $1 million on a cumulative basis. The ACT Debt shall be
fully payable upon a change of control of ISI (excluding the transactions
whereby the ACT stockholders convert the ACT Preferred Stock). In addition, the
ACT Debt shall also be repaid to the extent of the net proceeds from the sale of
any equity securities of ISI exceeding $8 million. In addition, certain
additional debt aggregating approximately $200,000 owed to a shareholder of ACT
will be repayable on the fifth anniversary of the date of the merger.

         In addition, preferred stock (the "Junior Preferred Stock") held by a
shareholder of ACT will continue as non-accruing preferred stock in the face
amount of $2 million, senior in right of preference as to dividends and
distributions in liquidation to the ACT Preferred Stock and common stock of ISI.
The Junior Preferred Stock will be repayable by ISI on the fourth anniversary of
the date of the merger, subject to accelerated payment from 25% of the net after
tax profits of ISI available after payment of the ACT Debt. The Junior Preferred
Stock will also be subject to reset upon the following conditions: the
redemption value and liquidation preference of Junior Preferred Stock shall be
increased if either the market capitalization of ISI or the amount to be paid by
any third party for ISI values the common stock and any other equity securities
or debt convertible into equity securities at (i) greater than $25 million, in
which case the Junior Preferred Stock shall be increased to $2.75 million, or
(ii) greater than $35 million, in which case the Junior Preferred Stock shall be
increased to $3.5 million (each a "Reset Event"). If not sooner redeemed and
paid, the Junior Preferred Stock shall be fully redeemed and retired (subject
only to the prior payment of the ACT Debt) at any time upon a change of control
of the surviving company (excluding the transaction whereby the ACT stockholders
convert their ACT Preferred Stock), or to the extent of the net proceeds from
the sale of any equity securities of ISI exceeds $10.9 million.

         In addition, on the merger date, three officers of ISI have agreed to
grant ISI the option to terminate their employment agreements in exchange for
(i) a one-year consulting agreement at the rate of $4,000 per month, (ii) common
stock or options exercisable into approximately 1.25% of ISI and (iii) an amount
by which 10% of the proceeds from the sale of certain assets of ISI exceed
$200,000.

         The Letter of Intent is subject to the execution of definitive
documents and final due diligence.

Note 11.  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 were 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 of a sufficient number of
authorized common shares by the shareholders of the Company. The terms of the
notes, as amended, include the Company obtaining stockholder approval by
September 30, 2004 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 September 30, 2004 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 September 30, 2004 but no
later than August 7, 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% 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. The $250,000 notes due December
31, 2003 remain unpaid.

         In June and July 2003, the Company received an aggregate of $100,000
and issued convertible notes payable to private investors. The notes are due
June 30, 2004 and bear interest at the rate of 6% per annum. Each note is
convertible into the Company's common stock at a price of $.06 per share (which
exceeded the closing price of the Company's common stock on the date of
issuance). During August and September 2003, the Company repaid an aggregate of
$65,000 of such notes.




<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 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 non-binding and subject to the execution of definitive
documents and final due diligence. (See Note 10).

Liquidity and Capital Resources

         For the assets transferred to HEB pursuant to the First Asset Sale
Agreement, ISI received 487,028 shares of HEB common stock and a royalty equal
to 6% of the net sales of the Product. As of December 31, 2003, ISI sold all
487,028 shares of HEB common stock and realized net proceeds of $1,207,000. In
addition, until October 31, 2003, ISI received a service fee for providing
certain transitional services to HEB and HEB assumed $408,000 of ISI payables
and certain other obligations related to the Product.

         For the assets transferred to HEB pursuant to the Second Asset Sale
Agreement, which was consummated on March 17, 2004, ISI:

         (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).

         As of May 6, 2004, ISI has sold 287,400 of the 487,028 shares of HEB
common stock and realized net proceeds of approximately $ 1,200,000. Based on
the closing price of HEB on May 6, 2004, the remaining 199,628 shares of HEB
common stock received pursuant to the Second Asset Sale Agreement had a value of
$ 848,000. In addition, HEB satisfied certain obligations relating to the real
estate, machinery and equipment of ISI which aggregated approximately
$2,500,000.

         The Second Asset Sale Agreement sets periodic limits on the number of
these shares that may be sold and requires HEB to pay ISI an amount equal to the
product received by multiplying (i) the number of guaranteed shares remaining
unsold on March 17, 2006, and (ii) $ 1.59. The remaining guaranteed shares will
then be returned to HEB.

         In March 2003, the Company sold 15,000,000 shares of its common stock
in a private placement transaction to an investor for $150,000. In connection
with this private placement, the Company also sold a warrant to purchase
15,000,000 shares of common stock, exercisable at $.01 per share and expiring in
March 2008.

         In June and July 2003, the Company received $100,000 and issued
convertible notes payable to private investors. The notes are due June 30, 2004
and bear interest at the rate of 6% per annum. Each note is convertible into the
Company's common stock at a price of $.06 per share. During August and September
2003, the Company repaid $65,000 of such notes.

         At May 6, 2004, the Company had approximately $ 1,759,000 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 sale to HEB, estimates of revenue, expenses, and
the timing of repayment of creditors, management believes that the cash
presently available and the net proceeds from the sale of the remaining 199,628
shares of HEB common stock owned by the Company will be sufficient to enable the
Company to continue operations through March 31, 2005. 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
operations.

         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 December 2003 and 2002, the Company completed the sale of
approximately $3.4 million and $6.5 million of its New Jersey tax loss
carryovers and received $0.28 million, $0.53 million, which were recorded as a
gain on sale of state net operating loss carryovers on the Company's
Consolidated Statements of Operations in 2003 and 2002, respectively. In June
2004, the Company, if eligible (which the Company currently is not), will submit
an application to sell an additional approximately $1.7 million of tax benefits
(calculated by multiplying the Company's unused New Jersey net operating loss
carryovers through December 31, 2000 of approximately $19.1 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 2004 is $40 million.

         The Company's Common Stock is traded in the over-the-counter market and
quoted on the Pink Sheets, 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

Three Months Ended March 31, 2004 Versus Three Months Ended March 31, 2003

     For the three months ended March 31, 2004, the Company recorded $14,740 in
royalty income from HEB. For the three months ended March 31, 2003, (i) the
Company had revenues from the sale of ALFERON N Injection of $241,637, and (ii)
the Company recorded revenues of $1,149,112 from the bulk sale of the remaining
Alferon inventory to HEB.

     Through March 10, 2003, the Company sold, through its distributor, to
wholesalers and other customers in the United States 1,980 vials of ALFERON N
Injection. After March 10, 2003, HEB took over the distribution of Alferon N
Injection from the Company.

     Cost of goods sold and excess/idle production costs totaled $267,054 for
the three months ended March 31, 2003. Excess/idle production costs represented
fixed production costs, which were incurred after production of ALFERON N
Injection was discontinued in April 1998. After March 10, 2003, HEB took over
certain operating costs of the Company.

     Research and development expenses during the three months ended March 31,
2003 were $176,091. After March 10, 2003, HEB took over certain operating costs
of the Company.

     General and administrative expenses for the three months ended March 31,
2004 were $273,394 as compared to $265,972 for the same period in 2003.

     Interest income (expense), net, for the three months ended March 31, 2004
was income of $6,890 as compared to expense of $118,665 for the three months
ended March 31, 2003. The decrease of interest expense was primarily due to the
interest, including amortization of debt discount, on the convertible notes
payable during the three months ended March 31, 2003.

     For the three months ended March 31, 2003, the Company recorded service fee
income from HEB of $121,251.

     For the three months ended March 31, 2004, the Company recorded a gain on
the sale of assets to HEB of $2,875,282.

     For the three months ended March 31, 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 earned net income of $2,571,048
and $684,218 for the three months ended March 31, 2004 and 2003, 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

                (b) Reports on Form 8-K

                    The Registrant filed Form 8-K Current Report dated March 17,
                    2004  reporting  the  completion  of the  Second  Asset Sale
                    Agreement with Hemispherx Biopharma, Inc.


<PAGE>


                            INTERFERON SCIENCES, INC.

                                 March 31, 2004




                                   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:  June 16, 2004                          By:  /s/ Lawrence M. Gordon
                                                      Lawrence M. Gordon
                             Chief Executive Officer




DATE:  June 16, 2004                          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/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: June 16, 2004

/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/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: June 16, 2004

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