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

                                  FORM 10-QA/SB

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

      For the quarter ended June 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
August 1, 2005.

                   Common Stock               37,339,286 shares



<PAGE>






                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS



                                                                           Page

Part I.  Financial Information:

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

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

   Consolidated Condensed Statement of Stockholders'
      Equity--- Six Months Ended June 30, 2005 . . . .. . . . . . . . . . . .4

   Consolidated Condensed Statements of Cash Flows--
     Six Months Ended June 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 . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .16-17

<PAGE>

<TABLE>
<CAPTION>


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

                                                      June 30,        December 31,
                                                        2005               2004
                                                     (Unaudited)
ASSETS                                              ------------------------------
Current assets
<S>                                                 <C>             <C>
  Cash and cash equivalents                         $  1,311,902    $   1,888,386
  Other receivables                                       67,962              -
  Prepaid expenses and other current assets               28,586           12,531
                                                   -------------    -------------
Total current assets                                   1,408,450        1,900,917


Other assets                                               1,884           16,134
                                                   -------------    -------------
Total assets                                       $   1,410,334    $   1,917,051
                                                   =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses                    611,057          580,337
Convertible notes payable -past due                      225,000          225,000
Income tax payable                                            -            47,000
                                                   -------------    -------------
Total current liabilities                                836,057          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                                 (137,031,103)    (136,278,962)
                                                   -------------     ------------
Total stockholders' equity                               574,277        1,064,714
                                                   -------------     ------------
Total liabilities and stockholders' equity         $   1,410,334    $   1,917,051
                                                   =============    =============

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 OPERATIONS
                                   (Unaudited)

                                                      Three Months Ended
                                                           June 30,
                                                  -----------------------------
                                                       2005           2004
                                                  -------------   -------------
Revenue
<S>                                                <C>            <C>
  Royalty income                                   $     14,298   $     17,068
                                                  -------------   -------------
Total revenue                                            14,298         17,068
                                                  -------------   -------------
Costs and expenses
  General and administrative                            526,453         196,469
                                                  -------------   -------------
Total costs and expenses                                526,453         196,469
                                                  -------------   -------------
Loss from operations before
  other income (expense)                               (512,155)       (179,401)

Interest income (expense), net                              156           2,479
Gain on sale of securities                                  -           270,048
                                                  -------------   -------------
Net(loss) Income                                  $    (511,999)    $    93,126
                                                  =============   =============

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

Diluted net (loss) income per share (potential
 common shares limited to authorized shares
 available)
                                                  $       (.01)    $        -
                                                  =============   =============

As adjusted, diluted net (loss) income per share
 (potential common shares not limited to
 authorized shares available)                      $       (.01)    $       -
                                                  =============   =============
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      90,139,286
                                                  =============   =============


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

</TABLE>

<TABLE>
<CAPTION>



                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                       Six Months Ended
                                                           June 30,
                                                  -----------------------------
                                                       2005           2004
                                                  -------------   -------------
Revenue
<S>                                                <C>            <C>
  Royalty income                                   $     30,298   $     31,808
                                                  -------------   -------------
Total revenue                                            30,298         31,808
                                                  -------------   -------------
Costs and expenses
  General and administrative                            783,131         469,863
                                                  -------------   -------------
Total costs and expenses                                783,131         469,863
                                                  -------------   -------------
Loss from operations before
  other income (expense)                               (752,833)       (438,055)

Interest income (expense), net                              692           9,369
Gain on sale of assets                                      -         2,875,282
Gain on sale of securities                                  -           270,048
                                                  -------------   -------------
Income (loss) before taxes                             (752,141)      2,716,644
Provision for income taxes                                  -            52,470
                                                  -------------   -------------
Net(loss) Income                                  $    (752,141)   $  2,664,174
                                                  =============   =============

Basic net (loss) income per share                 $        (.02)    $       .07
                                                  =============   =============

Diluted net (loss) income per share (potential
 common shares limited to authorized shares
 available)
                                                  $       (.02)    $        .05
                                                  =============   =============

As adjusted, diluted net (loss) income per share
 (potential common shares not limited to
 authorized shares available)                      $       (.02)    $       .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      90,139,286
                                                  =============   =============


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

<PAGE>


<TABLE>
<CAPTION>



                                        INTERFERON SCIENCES, INC. AND SUBSIDIARY
                                              CONSOLIDATED CONDENSED STATEMENT
                                                    OF STOCKHOLDERS' EQUITY
                                                 SIX MONTHS ENDED JUNE 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                                                        (752,141)           (752,141)
                ------------------------------------------------------------------------------
 Balance at
  June 30, 2005    37,339,286   $373,393    $137,231,987    $(137,031,103)      $     574,277
                  ==============================================================================

 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)

                                                             Six Months Ended
                                                                 June 30,
                                                         --------------------------
                                                          2005            2004
                                                          ----            ----

Cash flows from operating activities:
<S>                                                      <C>            <C>
  Net (loss) income                                      $  (752,141)   $  2,664,174
  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                                       (67,962)         (3,750)
     Prepaid expenses and other current assets               (16,055)        (23,939)
     Accounts payable and accrued expenses                   (64,881)         38,454
                                                         ------------    ------------
    Net cash used in operating activities                   (576,484)       (387,172)
                                                         ------------    ------------
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        (576,484)       1,488,511

Cash and cash equivalents at beginning of period           1,888,386          848,573
                                                         ------------   --------------
Cash and cash equivalents at end of period               $ 1,311,902    $   2,337,084
                                                         ============   ==============

Supplemental disclosure:
Income taxes paid                                        $    94,750            -

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.  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 June 30,  2005,  the Company had  approximately  $ 1,312,000 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 June 30,  2005,  the  Company  had an  accumulated  deficit of
approximately $137 million.  For the six months ended June 30, 2005, the Company
incurred a net loss of approximately $0.8 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 June 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 three months and six months ended June 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 six months  ended June 30, 2005,  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 June 30, 2005, the Company advanced $475,000.  The
Note is due on September 30, 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 and six months 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 was included in general and
administrative expenses for the quarter and six months ended, June 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

     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 received an additional
487,028 shares of HEB Common Stock. As of December 31, 2004, ISI sold all of the
487,028 shares of HEB common stock and realized net proceeds of  approximately $
1,936,000.  In addition,  HEB satisfied certain obligations relating to the real
estate,   machinery  and  equipment  of  ISI  which   aggregated   approximately
$2,500,000.

     At June 30,  2005,  the Company had  approximately  $ 1,312,000 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 June
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 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

Six Months Ended June 30, 2005 Versus Six Months Ended June 30, 2004

     For the six  months  ended June 30,  2005 and 2004,  the  Company  recorded
royalty income from HEB of $30,298 and $31,808, respectively.

     General and administrative  expenses for the six months ended June 30, 2005
were  $783,131  as compared  to  $469,863  for the same  period in 2004.  Of the
$313,268  increase,   $310,305  resulted  from  a  charge  taken  for  potential
antidilution obligations relating to certain warrants and the remaining increase
of $2,963 was due to increases in certain operating expenses offset by decreases
in depreciation expense and property taxes.

     Interest income (expense),  net, for the six months ended June 30, 2005 was
income of $692 as compared to $9,369 for the six months ended June 30, 2004.

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

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

     For the six months  ended June 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 $752,141
and earned net income of  $2,664,174  for the six months ended June 30, 2005 and
2004, respectively.

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

     For the three  months  ended June 30, 2005 and 2004,  the Company  recorded
royalty income from HEB of $14,298 and $17,068, respectively.

     General and  administrative  expenses  for the three  months ended June 30,
2005 were  $526,453 as compared to $196,469 for the same period in 2004.  Of the
$329,984  increase,   $310,305  resulted  from  a  charge  taken  for  potential
antidilution obligations relating to certain warrants and the remaining increase
of $19,679 was due to increases in certain operating expenses.

     Interest  income  (expense),  net, for the three months ended June 30, 2005
was income of $156 as  compared  to $2,479 for the three  months  ended June 30,
2004.

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

     As a result of the foregoing,  the Company  incurred a net loss of $511,999
and earned net income of $93,126  for the three  months  ended June 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 June 30, 2005.






                            INTERFERON SCIENCES, INC.

                                  June 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:  September 22, 2005                    By:  /s/ Lawrence M. Gordon
                                                      Lawrence M. Gordon
                                                      Chief Executive Officer




DATE:  September 22, 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: August 14, 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: August 14, 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 June 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: August 14, 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 June 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: August 14, 2005


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