FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

          Quarterly Report Under Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

       For Quarter Ended November 30, 2000 Commission File Number 0-7405

                          MEDISCIENCE TECHNOLOGY CORP.
 -------------------------------------------------------------------------------
   (Exact Name of Registrant as Specified in its Certificate of Incorporation)


                                   New Jersey
        ----------------------------------------------------------------
         (State or other jurisdiction on incorporation or organization)


                                   22-1937826
                     ---------------------------------------
                     (I.R.S. Employer Identification Number)


               1235 Folkestone Way, Cherry Hill, New Jersey 08034
               ---------------------------------------------------
                    (Address of principal executive offices)

(Registrant's telephone number, including area code)  609-428-7952

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 [ ]

Registrant has not been involved in bankruptcy  proceedings during the preceding
five years.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of November 30, 2000.

     Title of Class                           Number of Shares Outstanding
     --------------                           ----------------------------
Common Stock, par value
$.01 per share                                                   36,226,130
Preferred Stock, par value
$.01 per share                                                        2,074



<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                                NOVEMBER 30, 2000


                                      INDEX


                                                                          PAGE
PART I.        Financial Information
Item 1.        Financial Statements
               Balance Sheets as at November 30, 2000 (Unaudited)
               and February 29, 2000                                        1
               Statement of Operations for the Nine and Three Months
               Ended November 30, 2000 (Unaudited) and November
               30, 1999 (Unaudited)                                         2
               Statement of Cash Flows for the Nine Months Ended
               November 30, 2000 (Unaudited) and November 30,
               1999 (Unaudited)                                             3
               Statement of Stockholders' Equity for the Nine Months
               Ended November 30, 2000 (Unaudited)                          4
               Exhibit to Statements of Operations                          5
               Notes to Financial Statements                                6
Item 2.        Management's Plan of Operation                             7 - 8
PART II.       Other Information                                            9
Item 1.        Legal Proceedings
Item 2.        Changes in Securities
Item 3.        Defaults Upon Senior Securities
Item 4.        Submission of Matters to Vote of Security Holders
Item 5.        Other Information
Item 6.        Exhibits and Reports on Form 8-K



<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                November 30,                   February 29,
                                                                              2000 (Unaudited)                     2000
                                                                           ----------------------          --------------------
<S>                                                                        <C>                             <C>
CURRENT ASSETS
        Cash and Cash Equivalents                                          $                  569          $             17,066
        Other Assets                                                                            -                        20,191
                                                                           ----------------------          --------------------
               Total Current Assets                                                           569                        37,257
                                                                           ----------------------          --------------------
PROPERTY, PLANT AND EQUIPMENT
        Net of Accumulated Depreciation $198,231
          November 30, 2000; $195,390 - February 29, 2000                                   5,746                         8,588
                                                                           ----------------------          --------------------

TOTAL ASSETS                                                               $                6,315          $             45,845
                                                                           ======================          ====================
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                           ======================          ====================
CURRENT LIABILITIES
        Accounts Payable                                                   $               34,062          $             39,396
        Other Accrued Liabilities                                                       2,306,034                     1,877,456
        Officer and Other Loans                                                           149,811                       141,955
                                                                           ----------------------          --------------------
               Total Current Liabilities                                                2,489,907                     2,058,807
                                                                           ----------------------          --------------------
STOCKHOLDERS' EQUITY
        Preferred Stock - $.01 Par Value; Authorized
          50,000 Shrs; Outstanding 2,074 Shrs;
          (Preference on Liquidation $20,740)                                                  21                            21
        Common Stock $.01 Par Value, Authorized
          39,950,000 Shares; Outstanding 36,226,130 Shares                                362,261                       359,761
        Additional Paid-in Capital                                                     18,315,977                    18,215,977
        Accumulated Deficit                                                           (21,161,851)                  (20,588,721)
                                                                           ----------------------          --------------------
               Total Stockholders' Equity (Deficiency)                                 (2,483,592)                   (2,012,962)
                                                                           ----------------------          --------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                   $                6,315          $             45,845
                                                                           ======================          ====================
</TABLE>

                                        1

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                             STATEMENT OF OPERATIONS
              FOR THE NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                   NINE MONTHS                         THREE MONTHS
                                                   -----------                         ------------
                                             2000              1999               2000              1999
                                             ----              ----               ----              ----
<S>                                     <C>                <C>                <C>                <C>
Net Sales                               $         --       $         --       $         --       $         --
Cost of Sales                                     --                 --                 --                 --
                                        ------------       ------------       ------------       ------------
        Gross Profit                              --                 --                 --                 --
General and Administrative Expense           535,567            589,278            173,343            142,850
Product Development Expense                       --              5,000                 --                 --
Advertising, Travel and Marketing             37,997             27,451              2,456              6,850
                                        ------------       ------------       ------------       ------------
        Total Expenses                       573,564            621,729            175,799            149,700
                                        ------------       ------------       ------------       ------------
Other Income                                     434                150                 46                 18
                                        ------------       ------------       ------------       ------------
Net Loss                                $   (573,130)      $   (621,579)      $   (175,753)      $   (149,682)
                                        ============       ============       ============       ============
Net Loss Per Common Share               $      (0.02)      $      (0.02)      $      (0.01)      $      (0.01)
                                        ============       ============       ============       ============
Weighted Average Number of Shares         36,181,686         35,498,352         36,226,130         35,576,130
                                        ============       ============       ============       ============
  of Common Stock Outstanding
</TABLE>


                                        2

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                             STATEMENT OF CASH FLOWS
              FOR THE NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                         2000            1999
                                                                                         ----            ----
<S>                                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
        Net Loss                                                                      $(573,130)      $(621,579)
        Adjustment for Item Not Requiring Cash Outlay
               Depreciation                                                               2,842           4,366
               Stock Issued for Services                                                 65,000          53,075
               Issuance of Warrants                                                          --         164,031
                                                                                      ---------       ---------
               Subtotal                                                                (505,288)       (400,107)
        Changes in Assets and Liabilities:
               Decrease (Increase) in Other Assets                                       20,191              --
                Increase (Decrease) in Accounts Payable                                  (5,334)          2,333
                Increase (Decrease) in Other Accrued Liabilities                        428,578         328,914
                Increase (Decrease) In Officer and Other Loans                            7,856          32,927
                                                                                      ---------       ---------
                      Net Cash Flows Provided by (Used for) Operating Activities        (53,997)        (35,933)
                                                                                      ---------       ---------

CASH FLOWS  FROM INVESTING ACTIVITIES                                                        --              --
                                                                                      ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES

        Proceeds from Issuance of Common Stock                                           37,500          11,000
                                                                                      ---------       ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        (16,497)        (24,933)
CASH AND CASH EQUIVALENTS
        Beginning Balance                                                                17,066          24,940
                                                                                      ---------       ---------
        Ending Balance                                                                $     569       $       7
                                                                                      =========       =========
</TABLE>


                                        3
<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED NOVEMBER 30, 2000
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                      Preferred
                                        Stock                      Common Stock
                                      Number of      Preferred       Number of        Common       Additional Paid     Accumulated
                                        Shares         Stock           Shares          Stock         in Capital         Deficit
                                      ----------    ------------    ------------  --------------    -------------    -------------
<S>                                        <C>      <C>               <C>           <C>              <C>              <C>
Balance February 29, 2000                  2,074    $         21      35,976,130    $    359,761     $ 18,215,977     $(20,588,721)
Issuance of Stock for Cash                    --              --         150,000           1,500           36,000               --
Issuance of Stock for Services                --              --         100,000           1,000           64,000               --
Net Loss for the Nine Months Ended
      November 30, 2000                       --              --              --              --               --         (573,130)
                                      ----------    ------------    ------------    ------------     ------------     ------------
Balance November 30, 2000                  2,074    $         21      36,226,130    $    362,261     $ 18,315,977     $(21,161,851)
                                      ==========    ============    ============    ============     ============     ============
</TABLE>

                                        4

<PAGE>



                       EXHIBIT TO STATEMENTS OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING


                                                                     Weighted
                     Common Stock                                    Average
                    $.01 Par Value      Common        Number of     Number of
                      Issued and         Stock         Shares         Shares
                     Outstanding      Equivalents    Outstanding   Outstanding
                    --------------   ------------    ------------  ------------
March 2000            35,976,130           -         35,976,130
April 2000            36,076,130           -         36,076,130
May 2000              36,226,130           -         36,226,130
June 2000             36,226,130           -         36,226,130
July 2000             36,226,130           -         36,226,130
August 2000           36,226,130           -         36,226,130
September 2000        36,226,130           -         36,226,130
October 2000          36,226,130           -         36,226,130
November 2000         36,226,130           -         36,226,130     36,181,686


                                        5

<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2000
                                   (UNAUDITED)


NOTE 1         RESULTS OF OPERATIONS

               The financial statements,  in the opinion of management,  include
               all adjustments and accruals necessary for a fair presentation.

               The  results  of  operations  for  each  interim  period  are not
               necessarily indicative of results to be expected for the year due
               to the  unpredictability of market factors,  product development,
               competition and sales in general.

NOTE 2         OTHER ACCRUED LIABILITIES

               Other accrued liabilities consist of the following:


Legal and Professional Fees              $             312,350
Research & Development                                 458,484
Salaries, Consulting and Other                       1,535,200
                                         ---------------------
                                         $           2,306,034
                                         =====================


                                        6

<PAGE>

                         MANAGEMENT'S PLAN OF OPERATION

The  Company is engaged in the  design,  development  and  commercialization  of
medical  devices for early cancer  detection  based on the use of light  induced
native tissue fluorescence  spectroscopy to distinguish  between  pre-malignant,
malignant, and normal or benign tissue.  Pre-clinical and clinical study results
support  the  Company's  belief  that its  proprietary  technology,  when  fully
developed,  will be a useful and cost effect adjunct to the physician for cancer
screening and diagnosis.

While we  believe  that our  diagnostic  technology  will be  broadly  useful in
multiple organ systems, each approved indication will require a separate, costly
and time-consuming pre-marketing approval (PMA). We plan to carefully select and
prioritize our targeted  indications  to maximize the return on development  and
clinical investments. We regard our seminal U.S. "516" and other related patents
(such as 5, 131, 398) as pioneering, blocking and dominant in the area of cancer
diagnosis using fluorescence spectroscopy both in- vivo and in-vitro.

Until  July,   1998,  the  Company   provided   annual  funding  grants  to  the
Mediphotonics Laboratory of the City University of New York in accordance with a
budget of activities  and  expenditures  negotiated  between the Company and the
University.  The  arrangement  was  renewable  annually and could be  terminated
without  cause by either  party  upon 90 days  notice  prior to June 1st of each
year. The contract with the City University was extended by agreement at no cost
until October 1, 1998. Because of funding limitations, the Company was unable to
renew its contract  following  expiration of the October,  1998  extension.  The
Company plans to resume its support of relevant  programs  when, and if, current
fund raising efforts are successful.

In April,  1999,  the Company and the City  University  initiated a joint effort
with  Sarnoff  Corporation  of  Princeton  NJ for the  purpose of  developing  a
commercial  imaging  system  based  on  the  Company's  technology,  and  on the
engineering  background and  expertise,  and certain  proprietary  technology of
Sarnoff.

In November,  1999, the Company  announced that Frank S. Castellana,  M.D., Eng.
Sc. D. would join its executive team as President and Chief  Executive  Officer,
effective  February 1, 2000. It also  announced  that it was seeking  investment
partners  to support  the  funding of a joint  effort  between  itself,  Sarnoff
Corporation, and the Mediphotonics Laboratory of the City University of New York
to develop and  commercialize  an  advanced,  second  generation  version of its
proprietary  two-dimensional   fluorescence  imaging  system  for  early  cancer
detection.

In August 2000, the Company and Sarnoff  Corporation agreed in principle to form
a Joint Venture to develop  optical  diagnostic  products based on the Company's
proprietary   technology  and  using  key  enabling  technologies  and  know-how
proprietary  to  Sarnoff.  Under  terms  of the  Agreement,  and  predicated  on
achieving  targeted  levels of  initial  capitalization,  Sarnoff  will  provide
royalty free access to its technology,  and agree to work  exclusively  with the
Joint Venture in the defined  Field of Use, in return for an equity  interest in
the Joint Venture.

The  principal  issue  which  continues  to face  the  Company  is a lack of the
financial  resources and liquidity required to maintain business momentum and to
properly leverage  intellectual property assets; the resolution of this issue is
the principal  focus and the highest  priority of management.  In the absence of
the  availability of such financing on a timely basis, the Company may be forced
to materially curtail or cease its operations.

Two important  derivative issues relate to the Company's  research and licensing
agreements  with the City University of New York. The Company has an outstanding
financial  obligation to the  University  for work  conducted  during the period
August 1997 through July 1998.  In 1999,  an agreement was reached to extend the
time for payment until June 30, 2000. In October 2000,  the Company and the City
University entered into a second agreement,  which further extended the time for
payment  until  October  31,  2001.  The time period for  negotiating  a minimum
royalty  agreement  on certain  patents,  which have or will pass the  five-year
period for commercialization, was also extended until October 31, 2001.


<PAGE>



On June 28, 2000, the Company  submitted an  application  for benefits under the
State of New Jersey  Technology  Business Tax Certificate  Program (which allows
emerging  technology  and  biotechnology  businesses  to sell  their  unused Net
Operating  Loss (NOL)  carryover to any  corporate  taxpayer in the state for at
least 75% of the tax benefits).  The application was approved by the State,  and
the Company  sold the  fraction of its tax benefit  approved for sale in FY 2000
for net proceeds of $237,556.

The Company has completed the development of a new web site which it anticipates
will be operational during the 1st quarter of 2001.


<PAGE>



                           PART II - OTHER INFORMATION


Item 1.        Legal Proceedings

               None

Item 2.        Changes in Securities

               None

Item 3.        Defaults Upon Senior Securities

               None

Item 4.        Submission of Matters to a Vote of Security Holders

               None

Item 5.        Other Information

               None

Item 6.        Exhibits and Reports on Form 8-K

               None


<PAGE>


                                   SIGNATURES



PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES  AND EXCHANGE ACT OF 1934, THE
REGISTRANT  HAS DULY  CAUSED  THIS  REPORT  TO BE  SIGNED  ON ITS  BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                        MEDISCIENCE TECHNOLOGY CORP.
                                              (REGISTRANT)




DATE:                                   By: /s/ Peter Katevatis
     ------------------------               --------------------------------
                                            PETER KATEVATIS
                                            Chairman/CEO


                                        By: /s/ John M. Kennedy
                                            --------------------------------
                                            JOHN M. KENNEDY
                                            Treasurer
                                            Chief Accounting Officer