FORM 10-QSB/A
                                 AMENDMENT NO. 1

                       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 August 31, 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 August 31, 2000.

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


<PAGE>

                          MEDISCIENCE TECHNOLOGY CORP.
                                 AUGUST 31, 2000


                                      INDEX
                                      -----

                                                                         PAGE
                                                                         ----
PART I.    Financial Information
Item 1.    Financial Statements
           Balance Sheets as at August 31, 2000 (Unaudited) and
           February 29, 2000                                              1
           Statement of Operations for the Quarter ended August
           31, 2000 (Unaudited) and August 31, 1999 (Unaudited)           2
           Statement of Cash Flows for the Period ended August
           31, 2000 (Unaudited) and August 31, 1999 (Unaudited)           3
           Statement of Stockholders' Equity for the Period ended
           August 31, 2000 (Unaudited)                                    4
           Exhibit to Statements of Operations                            5
           Notes to Financial Statements                                  6
Item 2.    Management's Plan of Operation                                 7
PART II.   Other Information                                              8
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>

                                                                        August 31, 2000            February 29,
                                                                          (Unaudited)                  2000
                                                                      -------------------       -------------------
<S>                                                                   <C>                       <C>
CURRENT ASSETS
--------------
      Cash and Cash Equivalents                                       $             3,811       $            17,066
      Other Assets                                                                      -                    20,191
                                                                      -------------------       -------------------
           Total Current Assets                                                     3,811                    37,257
                                                                      -------------------       -------------------
PROPERTY, PLANT AND EQUIPMENT
-----------------------------
      Net of Accumulated Depreciation $197,284
        August 31, 2000; $195,390 - February 29, 2000                               6,694                     8,588
                                                                      -------------------       -------------------

TOTAL ASSETS                                                          $            10,505       $            45,845
------------                                                          ===================       ===================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      -------------------------------------
CURRENT LIABILITIES
-------------------
      Accounts Payable                                                $            37,810       $            39,396
      Other Accrued Liabilities                                                 2,137,342                 1,877,456
      Officer and Other Loans                                                     143,192                   141,955
                                                                      -------------------       -------------------
           Total Current Liabilities                                            2,318,344                 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                                                     (20,986,098)              (20,588,721)
                                                                      -------------------       -------------------
           Total Stockholders' Equity (Deficiency)                             (2,307,839)               (2,012,962)
                                                                      -------------------       -------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                              $            10,505       $            45,845
----------------------------------------                              ===================       ===================

</TABLE>


                                        1

<PAGE>



                          MEDISCIENCE TECHNOLOGY CORP.
                             STATEMENT OF OPERATIONS
                FOR THE SIX MONTHS ENDED AUGUST 31, 2000 AND 1999
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                     SIX MONTHS                           THREE MONTHS
                                                                     ----------                           ------------
                                                                2000            1999                2000                1999
                                                                ----            ----                ----                ----
<S>                                                        <C>             <C>                 <C>                <C>
Net Sales                                                  $            -  $             -     $            -     $              -
Cost of Sales                                                           -                -                  -                    -
                                                           --------------  ---------------     --------------     ----------------
      Gross Profit                                                      -                -                  -                    -
General and Administrative Expense                                362,224          446,428            187,618              149,752
Product Development Expense                                             -            5,000                  -                    -
Advertising, Travel and Marketing                                  35,541           20,601             17,123                8,783
                                                           --------------  ---------------     --------------     ----------------
      Total Expenses                                              397,765          472,029            204,741              158,535
                                                           --------------  ---------------     --------------     ----------------
Other Income                                                          388              132                164                    4
                                                           --------------  ---------------     --------------     ----------------
Net Loss                                                   $     (397,377) $      (471,897)    $     (204,577)    $       (158,531)
                                                           ==============  ===============     ==============     ================
Net Loss Per Common Share                                  $        (.01)  $         (0.02)    $       (0.01)     $          (0.01)
                                                           ==============  ===============     ==============     ================
Weighted Average Number of Shares
  of Common Stock Outstanding                                  36,159,463       35,451,130         36,226,130           35,542,797
                                                           ==============  ===============     ==============     ================
</TABLE>



                                        2

<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                             STATEMENT OF CASH FLOWS
                FOR THE SIX MONTHS ENDED AUGUST 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                    2000                1999
                                                                                    ----                ----
<S>                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Loss                                                                $       (397,377)   $        (471,897)
      Adjustment for Item Not Requiring Cash Outlay
           Depreciation                                                                  1,894                2,911
           Stock Issued for Services                                                    65,000               53,075
           Issuance of Warrants                                                              -              164,031
                                                                              ----------------    -----------------
           Subtotal                                                                   (330,483)            (251,880)
      Changes in Assets and Liabilities:
           Decrease in Other Assets                                                     20,191                    -
            Increase (Decrease) in Accounts Payable                                     (1,586)               3,333
            Increase (Decrease) in Other Accrued Liabilities                           259,886              196,831
            Increase (Decrease) In Officer and Other Loans                               1,237               17,521
                                                                              ----------------    -----------------
                Net Cash Flows (Used for) Operating Activities                         (50,755)             (34,195)
                                                                              ----------------    -----------------

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                                       (13,255)             (23,195)
------------------------------------------------

CASH AND CASH EQUIVALENTS
-------------------------
      Beginning Balance                                                                 17,066               24,940
                                                                              ----------------    -----------------
      Ending Balance                                                          $          3,811    $           1,745
                                                                              ================    =================
</TABLE>


                                        3

<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE SIX MONTHS ENDED AUGUST 31, 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 Six Months Ended
      August 31, 2000                           -                -             -              -              -           (397,377)
                                       ----------    -------------  -------------  ------------ --------------   ---------------
Balance August 31, 2000                     2,074     $         21     36,226,130  $    362,261   $ 18,315,977    $  (20,986,098)
                                       ==========    =============  =============  ============ ==============   ===============
</TABLE>



                                                            4

<PAGE>



                       EXHIBIT TO STATEMENTS OF OPERATIONS
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING


<TABLE>
<CAPTION>


                                                                                     Weighted
                  Common Stock                                                       Average
                 $.01 Par Value            Common             Number of             Number of
                   Issued and               Stock               Shares                Shares
                  Outstanding            Equivalents         Outstanding           Outstanding
               ------------------       -------------       --------------        --------------
<S>                <C>                        <C>             <C>                   <C>
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            36,159,463

</TABLE>

                                        5

<PAGE>


                          MEDISCIENCE TECHNOLOGY CORP.
                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 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                               $       268,600
Research & Development                                            458,484
Salaries, Consulting and Other                                  1,410,258
                                                          ---------------
                                                          $     2,137,342
                                                          ===============


                                        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.
According  to the terms of this  Agreement,  Mediscience  is  required to make a
payment of $175,000 to the City University on or before November 15, 2000.

We believe that the Company is eligible to receive  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)  through the sale of its New Jersey Net Operating Loss  carryover.
On June 28, 2000, the Company  submitted an application  for benefits under this
program (approved  9/14/00).  It is our intention to use any proceeds derived to
fully fund the payment of our  obligation to the City  University and to support
other  relevant  development  activity.  The Company has already  entered into a
three  year  agreement  on very  favorable  terms  with a New  Jersey  corporate
taxpayer to purchase the NOL state tax certificate upon issuance.


<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
           --------------------------------
           On August 14, 2000 Mediscience  Technology Corp. and Sarnoff Research
           Corp. (Princeton,  NJ) entered a letter of understanding establishing
           Sarnoff's  equity  participation  in a joint venture company based on
           agreed to initial  capitalization and valuation.  The party's purpose
           is to join  respective  world-class  intellectual  property,  Sarnoff
           engineering  expertise  and  know-how to develop  Mediscience/Sarnoff
           optical  diagnostic  products  as  a  broad  platform  of  commercial
           applications.


<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