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

                             FORM 10-Q


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

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


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


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


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


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such shorter  period) that the  registrant  was
required  to file  such  reports  and  (2)  has  been  subject  to  such  filing
requirements for the past 90 days.

                                               Yes  [X]       No   [ ]

Number of shares  outstanding of each of issuer's  classes of common stock as of
October 24, 1997:

           Common Stock                        15,200,447 shares


<PAGE>



                    INTERFERON SCIENCES, INC. AND SUBSIDIARY



                                                                            Page

Part I.  Financial Information:

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

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

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

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

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

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

   Qualification Relating to Financial Information ......................   13

Part II.  Other Information

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

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




<PAGE>







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

                                                 September 30,   December 31,
                                                     1997           1996
                                                 (Unaudited)          *
                                                 ------------    -----------
ASSETS
Current assets
  Cash and cash equivalents                    $ 19,255,717     $  17,491,955
  Accounts and other receivables                  1,176,956           233,037
  Inventories                                     7,900,993         4,328,598
  Receivables from NPDC and
    affiliated companies, net                        60,012            82,902
  Prepaid expenses and other
    current assets                                  166,589           162,019
                                                ------------    --------------
Total current assets                             28,560,267        22,298,511
                                                ------------    --------------
Property, plant and equipment,
  at cost                                        13,078,065        12,473,580
Less accumulated depreciation and
  amortization                                   (8,059,925)       (7,514,747)
                                                ------------    --------------
                                                  5,018,140         4,958,833
                                                ------------    --------------
Intangible assets, net of
  amortization                                      288,624           311,619
Other assets                                        173,900           173,900
                                                ------------    --------------
Total assets                                   $ 34,040,931     $  27,742,863
                                               =============    ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and
    accrued expenses                           $  2,601,669     $   2,369,032
                                               -------------    --------------
Total current liabilities                         2,601,669         2,369,032
                                               -------------    --------------
Commitments and contingencies
Stockholders' equity
Preferred stock, par value $.01 per share;
 authorized-5,000,000 shares; none issued
 and outstanding
Common stock, par value $.01 per share;
 authorized-55,000,000 shares; issued
 and outstanding-15,184,647 and
 12,276,195 shares                                  151,846          122,762
Capital in excess of par value                  123,783,430       107,396,184
Accumulated deficit                             (92,496,014)      (82,145,115)
                                               -------------      ------------
Total stockholders' equity                       31,439,262        25,373,831
                                               -------------      ------------
Total liabilities and stockholders'
  equity                                       $ 34,040,931     $  27,742,863
                                               =============    ==============


*The condensed  balance sheet as of December 31, 1996 has been  summarized  from
the Company's audited balance sheet as of that date.

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


<PAGE>



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

                                                      Three Months Ended
                                                         September 30,
                                                  --------------------------
                                                    1997              1996
                                                  -------           --------

Revenues
Sales
   ALFERON N Injection                           $   868,574      $  409,924
   Research products and other revenues                1,097         135,646
                                                 ------------     -----------
Total revenues                                       869,671         545,570
                                                 ------------     -----------
Costs and expenses
Cost of goods sold and excess/idle
   production costs                                  469,055         125,884
Research and development
   (net of $58,749 and $64,746
   of rental income received from NPDC)            2,666,507       1,302,894
General and  administrative
   (includes  $60,000 and $113,141 of
   payments to NPDC    for  management
   fees and  reimbursements  of certain
   salaries and operating  expenses;
   net of  $107,927  received  from NPDC
   for the three  months  ended September
   30, 1996 for reimbursements of certain
   salaries)                                       1,059,358         840,477
                                                 ------------    ------------
Total costs and expenses                           4,194,920       2,269,255
                                                 ------------    ------------
Loss from operations                              (3,325,249)     (1,723,685)

   Interest and other income                         153,891         131,811
                                                 ------------    ------------
Net loss                                         $(3,171,358)    $(1,591,874)
                                                 ============    ============

Net loss per share                               $      (.23)    $      (.15)*
                                                 ============    ============

Weighted average number of
shares outstanding                                13,532,891       10,688,226*


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






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


<PAGE>



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

                                                     Nine Months Ended
                                                       September 30,
                                               -----------------------------
                                                 1997                1996
                                               --------             --------

Revenues
Sales
   ALFERON N Injection                         $ 2,256,694       $   815,212
   Research products and other revenues             28,217           149,695
                                               ------------      ------------
Total revenues                                   2,284,911           964,907
                                               ------------      ------------
Costs and expenses
Cost of goods sold and excess/idle
   production costs                              1,573,697         1,152,199
Research and development
   (net of $176,247 and $194,238
   of rental income received from NPDC)          8,394,042         3,627,087
General and  administrative
   (includes $176,250 and $355,630 of
   payments to NPDC for  management
   fees and reimbursements of certain
   salaries and operating expenses;
   net of  $258,262  received from
   NPDC for the nine  months  ended
   September 30, 1996 for reimbursements
  of certain salaries)                           3,129,496         2,640,951
Cost of reacquisition of marketing
   rights                                                          3,313,705
                                               ------------      ------------
Total costs and expenses                        13,097,235        10,733,942
                                               ------------      ------------
Loss from operations                           (10,812,324)       (9,769,035)

 Interest and other income                         461,425           322,032
                                               ------------      ------------
Net loss                                       $(10,350,899)     $(9,447,003)
                                               ============      ============

Net loss per share                             $      (.81)      $      (.98)*
                                               ============      ============

Weighted average number of
shares outstanding                               12,782,448         9,642,606*


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






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


<PAGE>

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



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

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

Net proceeds from
 sale of common
 stock            2,896,292    28,962    16,317,957                 16,346,919

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

Proceeds from
 exercise of
 common stock
 options             12,266       123        69,921                     70,044

Net loss                                              (10,350,899) (10,350,899)
                ---------------------------------------------------------------
Balance at
 September 30,
 1997            15,184,647  $151,846 $123,783,430  $(92,496,014) $31,439,262














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


<PAGE>



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

                                                      Nine Months Ended
                                                        September 30,
                                                   ------------------------
                                                     1997           1996
                                                   ------------------------

Cash flows from operations:
 Net loss                                          $(10,350,899)   $(9,447,003)
 Adjustments to reconcile net loss to net
  cash used for operating activities:
    Depreciation and amortization                       568,173        581,791
    Compensation paid with common stock                                516,524
    Change in operating assets and liabilities:
    Inventories                                      (3,572,395)    (2,848,356)
    Receivables from NPDC and affiliated
     companies                                           22,890       (115,280)
    Accounts and other receivables                     (943,919)      (264,096)
    Prepaid expenses and other current
     assets                                              (4,570)      (122,524)
    Accounts payable and accrued expenses               232,637        487,204
                                                   -------------   ------------
    Net cash used for operations                    (14,048,083)   (11,211,740)
                                                   -------------   ------------
Cash flows from investing activities:
 Additions to property, plant and equipment            (604,485)      (274,027)
 Additions to intangible and other assets                              (94,252)
                                                   -------------   ------------
 Net cash used for investing activities                (604,485)      (368,279)
                                                   -------------   ------------
Cash flows from financing activities:
 Net proceeds from sale of common stock              16,346,919     14,953,458
 Proceeds from exercise of common stock
   options                                               70,044
 Purchase of fractional shares of common
   stock                                                   (633)
                                                   -------------   ------------
 Net cash provided by financing activities           16,416,330     14,953,458
                                                   -------------   ------------
Net increase in cash and cash equivalents             1,763,762      3,373,439

Cash and cash equivalents at beginning
 of period                                           17,491,955      7,221,108
                                                   -------------   ------------
Cash and cash equivalents at end of period         $ 19,255,717    $10,594,547
                                                   =============   ============







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


<PAGE>

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


Note 1.  Agreements with Purdue

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

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

Note 2.  Inventories

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

                            September 30,      December 31,
                                 1997              1996
                           --------------     --------------

     Finished goods        $   3,704,195      $   2,563,755
     Work in process           3,306,525          1,106,214
     Raw materials               890,273            658,629
                           -------------      -------------
                           $   7,900,993     $    4,328,598


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

Note 3.  Reverse Stock Split

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

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

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





<PAGE>



                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

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


Financial Condition and Liquidity

     As of September 30, 1997,  the Company had an aggregate of $19.3 million in
cash and cash  equivalents.  Until utilized,  such cash and cash equivalents are
being invested principally in short-term interest-bearing investments.

     The Company requires  substantial funds to conduct research and development
and  preclinical and clinical  testing and to market its products.  For the nine
months ended  September 30, 1997, the cash utilized by the Company's  operations
was  approximately  $14.0 million of which increases in inventories and accounts
and  other  receivables  accounted  for  approximately  $3.6 and  $0.9  million,
respectively.   The  Company  has  continued  to  increase  its   investment  in
inventories of ALFERON N Injection to meet increased and anticipated increases
in market demand,  for use in the Company-sponsored  Phase 3 clinical trials 
currently in progress for HIV and hepatitis  C, and so that  inventory  will be
available in the event such trials are  successfully  concluded  beginning  in 
late 1997 and ALFERON N Injection is subsequently  approved for the treatment of
one or both of these new indications by  the  U.S.  Food  and  Drug 
Administration.  The  Company's  future  capital requirements  will  depend  on
many  factors,  including:  continued  scientific progress in its drug
development  programs;  the  magnitude of these  programs; progress  with
preclinical  testing  and  clinical  trials;  the time and costs involved  in 
obtaining  regulatory  approvals;  the costs  involved  in filing, prosecuting,
and enforcing  patent claims;  competing  technologies  and market developments;
changes in its existing research relationships; the ability of the Company to
establish collaborative arrangements; and effective commercialization
activities and arrangements.

     During  the third quarter of  1997,  the Company  received net proceeds of
approximately $16.3 million from  stock offerings,  primarily to institutional
investors, of the Company's common stock.  Based on the Company's  estimates of
revenues, expenses, and levels of production, management believes that the cash
presently  available, will be sufficient to enable the Company to continue 
operations for at least 14 months. However, actual results, especially with
respect to revenues, may differ materially from such estimates, and no assurance
can be given that additional funding will not be required sooner than 
anticipated or that such additional funding, whether from financial markets or 
collaborative or other  arrangements with corporate partners or from other
sources, will be available when needed or on terms acceptable to the Company. 
Insufficient funds will require the Company to  delay,  scale  back,  or  
eliminate certain or all of  its  research  and development  programs or to 
license third parties to commercialize products or technologies that the Company
would otherwise seek to develop itself or to shut down or curtail its
manufacturing facility.


Results of Operations

Nine Months Ended September 30, 1997 versus Nine Months Ended September 30, 1996

     For the nine  months ended September 30,  1997,  the Company's revenues of
$2,284,911 included  $2,256,694 from the sale of ALFERON N  Injection  and the
balance from sales of research products and other revenues. Revenues of $964,907
for the nine months ended September 30, 1996 included $815,212 from the sale of
ALFERON N Injection and the balance from sales of research products and revenues
resulting from the cancellation of a prior commitment to purchase ALFERON N
Injection. There were no sales to Purdue during the nine months ended September 
30, 1996 because the Company was negotiating the reacquisition of United States
and Canadian marketing rights from Purdue and Purdue had adequate inventory from
which to make sales pending the consummation of such  reacquisition, which took
place during May 1996. Cost of  goods  sold  and  excess/idle production  costs
totalled $1,573,697 and $1,152,199 for the nine months ended September 30, 1997
and 1996, respectively. There were no excess/idle  production costs in the nine
months ended September 30, 1997. The positive gross margin achieved in the nine
months ended September 30, 1997  reflects the higher United  States  selling
prices of ALFERON N Injection realized as a result of the  reacquisition of
United States marketing  rights. The inventory which was sold during the nine
months ended September 30, 1996 had previously been written-down to its then net
realizable value.  Excess/idle production costs in the nine months ended 
September 30, 1996 represented current production costs in excess of the 
estimated net realizable value of the inventory produced.

     Research and development expenses during the nine months ended September 
30, 1997 of $8,394,042 increased by $4,766,955 from  $3,627,087 for the same
period in 1996, principally because the Company continued to intensify its level
of clinical  research on ALFERON N  Injection.  The Company  received  $176,247
and $194,238 during the nine months ended September 30, 1997 and 1996,
respectively, as rental income from National Patent Development Corporation
("NPDC") for the use of a portion of the Company's facilities,  which offset
research and  development expenses.

     General and administrative  expenses for the nine months ended September
30, 1997 were $3,129,496 as compared to $2,640,951 (which includes non-recurring
compensation expenses of approximately $768,000) for the same period in 1996.
The increase in the 1997 period was principally due to increases in  marketing
expenses of approximately $700,000 and, to a lesser extent, increases in 
payroll and other operating expenses. NPDC provides certain administrative
services for which the Company paid NPDC $90,000 for each of the nine-month
periods  ended September 30, 1997 and 1996. In addition, for the nine months
ended September 30, 1997 and 1996, the Company reimbursed NPDC zero and
$146,250,  respectively, for expenses paid by NPDC on behalf of the Company.
For the nine months ended September 30, 1997 and 1996, payments to NPDC for the
services provided to the Company by NPDC personnel amounted  to $86,250 and
$119,380, respectively.  For the nine months ended September 30, 1997 and 1996, 
receipts from NPDC for the services provided to NPDC by Company personnel
amounted to zero and $258,262, respectively.

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

     Interest and other income for the nine months ended September 30, 1997 was
$461,425 as compared to $322,032 for the same period in 1996.  The  increase of
$139,393 was due to more funds available for investment in the current period.

     As a result of the foregoing, the Company incurred net losses of
$10,350,899 and $9,447,003 for the nine months ended September 30, 1997 and
1996, respectively.


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

     For the three months ended September 30, 1997, the Company's revenues of
$869,671 included $868,574 from the sale of ALFERON N Injection and the balance
from sales of research products and other revenues. Revenues of $545,570 for the
three months ended September 30, 1996 included $409,924 from the sale of
ALFERON N Injection and the balance from sales of research products and revenues
resulting from the cancellation of a prior commitment to purchase ALFERON N
Injection. Increased sales in the 1997 period resulted from both increased units
shipped and a higher average net selling price as compared to the 1996 period.
Cost of goods sold totalled $469,055 and $125,884 for the three months ended 
September 30, 1997 and 1996,  respectively.  There were no excess/idle
production costs in the three months ended September 30, 1997 and 1996. The
positive gross margin achieved in the three months ended September 30, 1997 and
1996 reflects the higher United States selling prices of ALFERON N Injection 
realized as a result of the reacquisition of United  States  marketing  rights
and, for the 1996 period, the low carrying values of the inventories sold
resulting from write-downs in prior periods.

     Research and development expenses during the three months ended September
30, 1997 of $2,666,507 increased by $1,363,613 from $1,302,894 for the same
period in 1996, principally because the Company continued to intensify its level
of clinical research on ALFERON N Injection.  The Company  received $58,749 and
$64,746 during the three months ended September 30, 1997 and 1996, respectively,
as rental income from NPDC for the use of a portion of the Company's facilities,
which offset research and development expenses.

     General and administrative expenses for the three months ended September
30, 1997 were $1,059,358 as compared to $840,477 (which includes non-recurring
compensation expenses of approximately $218,000) for the same period in 1996.
The increase in the 1997 period was principally due to increases in  marketing
expenses of approximately $250,000 and, to a lesser extent, increases in payroll
and other operating expenses.  NPDC provides certain administrative services for
which the Company paid NPDC $30,000 for each of the  three-month  periods ended
September 30, 1997 and 1996. In addition, for the three months ended September
30, 1997 and 1996, the Company reimbursed NPDC zero and $48,750, respectively,
for expenses paid by NPDC on behalf of the Company. For the three months ended 
September 30, 1997 and 1996, payments to NPDC for the services  provided to the
Company by NPDC personnel  amounted to $30,000 and $34,391, respectively.  For
the three months ended September 30, 1997 and 1996, receipts from  NPDC for the
services provided to NPDC by Company  personnel amounted to zero and $107,927,
respectively.

     Interest and other income for the three months ended September 30, 1997 was
$153,891 as compared to $131,811 for the same period in 1996.

     As a result of the foregoing, the Company incurred net losses of $3,171,358
and $1,591,874 for the three months ended September 30, 1997 and 1996, 
respectively.

Recent Tax and Accounting Developments

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

Forward-Looking Statements

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


<PAGE>



                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

                 QUALIFICATION RELATING TO FINANCIAL INFORMATION

                               September 30, 1997

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




<PAGE>



                    INTERFERON SCIENCES, INC. AND SUBSIDIARY

                           PART II. OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits 

         None

     (b) Reports on Form 8-K

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


<PAGE>



                            INTERFERON SCIENCES, INC.

                               September 30, 1997




                                   SIGNATURES

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



                                         INTERFERON SCIENCES, INC.





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




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